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-10.6
<SEQUENCE>13
<FILENAME>d316756dex106.htm
<DESCRIPTION>EX-10.6
<TEXT>
<HTML><HEAD>
<TITLE>EX-10.6</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.6 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>EXECUTION VERSION </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000">&nbsp;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1135 S. Delano Court, Apt. 325E </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chicago, IL 60605 </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">Re:</TD>
<TD ALIGN="left" VALIGN="top">Employment Terms </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dear Donald: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On behalf of the Board of Directors (the &#147;<U>Board</U>&#148;) of Byline Bank, an Illinois chartered bank (the
&#147;<U>Company</U>&#148;), I am pleased to offer you employment with the Company on the terms set forth in this letter (&#147;<U>Agreement</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Term</U>. The term of this Agreement commences upon your written acceptance below and will expire on the third anniversary of your
acceptance date; <U>provided</U>, the term will automatically renew on such date for one (1)&nbsp;year, and for one (1)&nbsp;year on each subsequent anniversary of such date thereafter, unless at any time not less than one hundred twenty
(120)&nbsp;days prior to the end of such term either the Company or you notify the other in writing of its intention not to further extend the term; <U>provided</U> <U>further</U>, (a)&nbsp;the term of this Agreement shall terminate on any
termination of your employment and (b)&nbsp;upon the occurrence of a Change in Control or Special Change in Control (each as defined on the Attachment) the term of this Agreement shall renew for period expiring on the first anniversary of such
Change in Control or Special Change in Control, as the case may be, and which shall not automatically renew thereafter. The period under this Section&nbsp;1, as may be so renewed, is referred to herein as the &#147;<U>Term</U>&#148;. Absent a
written agreement by the parties to the contrary, upon the expiration of the Term, this Agreement (all rights and obligations herein) will terminate (except for those provisions that specifically survive) and your employment will continue thereafter
<FONT STYLE="white-space:nowrap">at-will.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Position; Principal Place of Employment</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) You will be employed as Executive Vice President, Head of Commercial Banking of the Company, reporting to the Chief Executive Officer.
Your principal place of employment will be at the Company&#146;s corporate offices designated from time to time by the Board. Your duties shall be as may be prescribed by the Company&#146;s <FONT STYLE="white-space:nowrap">by-laws</FONT> and as may
be assigned by the Chief Executive Officer from time to time commensurate with your position. During your employment, you owe an undivided duty of loyalty to the Company and agree to devote your full business time and attention to the performance of
your duties and responsibilities. You shall perform your duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the banking
industry from time to time. You will not work full-time for another employer, and all part-time employment, including any self-employment shall be disclosed to the Company not less frequently than on the anniversary of the last day of the Term. In
addition, you are subject to the Company&#146;s Code of Ethics and all such other activities are subject to the principles thereunder not to engage in any activity that may, in the sole discretion of the Board, be determined to be a conflict of
interest. You agree to serve without additional compensation as an officer and director of any of the Company&#146;s subsidiaries. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Base Salary</U>. You will be paid a base salary at an annual rate of $260,000 (the
&#147;<U>Base Salary</U>&#148;), subject to applicable withholdings and payable in accordance with the regular payroll practices of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Annual Incentive</U>. You will be eligible to participate in the Company&#146;s Executive Incentive Plan (the &#147;<U>EIP</U>&#148;).
Under the EIP, you will have the opportunity to earn a target annual cash bonus of 50% of your Base Salary based upon your achievement of applicable target-level performance objectives as determined in the sole discretion of the Board (or a
committee thereof). Your annual bonus, to the extent earned under the EIP, will be paid not later than March&nbsp;15 of the fiscal year following the fiscal year in which performed. You will not be entitled to a bonus for any particular year unless
you are employed on the date such bonus is paid (unless otherwise provided herein or in the EIP). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>Long-Term Incentive Program</U>.
You will be eligible to participate in the Metropolitan Bank Group Equity Incentive Plan adopted by Byline Bancorp, Inc., an Illinois corporation (f/k/a Metropolitan Bank Group, Inc. and referred to in this Agreement as the &#147;<U>Holding
Company</U>&#148;) on such terms and conditions as are set forth in the form of stock option agreement provided to you with this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Employee Benefits; Vacation; Expenses</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) You will be entitled to participate in all employee benefit plans that the Company has adopted or may adopt, maintain or contribute to for
the benefit of its employees, subject to satisfying the applicable eligibility requirements. Unless otherwise provided in this Agreement, all benefits are subject to the terms and conditions of the plan or arrangement under which such benefits
accrue, as may be amended or terminated at any time and from time to time in the sole discretion of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) You will be entitled
to annual paid vacation in accordance with the Company&#146;s policy applicable to senior executives, but in no event less than four (4)&nbsp;weeks per calendar year (prorated for any partial calendar year of employment). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) You will be entitled to a benefit at Company expense that pays upon your death a lump sum cash amount equal to 200% of your Base Salary
but not exceeding $750,000. The Company may provide this benefit, in its sole discretion, through its purchase of a life insurance policy, in which event you will fully cooperate with any physical examination and other underwriting requirements to
obtain such life insurance. The Company will deduct any applicable tax withholdings from other compensation due you or from the proceeds of such benefit, as may apply. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) Upon presentation of appropriate documentation, you will be reimbursed in accordance with the Company&#146;s expense reimbursement policy
for all reasonable and necessary business expenses incurred in connection with the performance of your duties hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.
<U>Termination; Special Change in Control</U>. Your employment may be terminated by either party for any reason at any time pursuant to written notice to the other party, and will terminate automatically on your death; <U>provided</U>, you shall
give the Company not less than 30 days&#146; prior written notice of any termination by you, with or without Good Reason (as defined on the Attachment hereto). Any payments made and benefits provided to you under this Agreement will be in lieu of
any termination or severance payments or benefits for which you (or your estate in the event of your death) otherwise may be eligible under any of the plans, practices, policies or programs of the Company or its affiliates. If termination occurs at
a time when the Company is deemed to be in troubled condition by the FDIC and is subject to the FDIC&#146;s golden parachute regulations under 12 C.F.R. Part 359, the payments referenced in this Paragraph 7 shall be limited to an aggregate amount
equal to the lesser of (i) 12 months of Base </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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Salary, or (ii)&nbsp;the amount otherwise owed to you hereunder. Any payment made pursuant to this Paragraph 7 which is subject to the FDIC&#146;s golden parachute regulations shall be subject to
a right of the Company (or its successor) to recoup such payment from Executive if the Company (or its successor) subsequently determines, in its reasonable discretion, that Executive has engaged in any of the activities or offenses set forth in 12
C.F.R. Section&nbsp;359.4(a)(i) - (iv). After receipt of written notice from the Company that it has made a determination as provided for in this Section, Executive agrees to reimburse the Company for the subject payment made pursuant to this
Paragraph 7 within 30 days after receipt of such written notice. Further, Executive agrees to indemnify the Company for any costs incurred by the Company in recouping such amount in the event that Executive fails to reimburse such amount within 30
days of receiving the Company&#146;s written notice under this Section. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Death; Disability</U>. In the event that your employment
terminates due to your death or Disability (as defined on the Attachment), you will be entitled to: (i)&nbsp;any unpaid Base Salary, and any unused vacation, accrued through the date of termination; (ii)&nbsp;reimbursement of any unreimbursed
expenses incurred through the date of termination in accordance with Section&nbsp;6(d); and (iii)&nbsp;all other payments or benefits to which you may be entitled under the terms of any applicable employee benefit plans and programs in which you
participated immediately prior to such termination (clauses (i), (ii) and (iii)&nbsp;collectively being the &#147;<U>Accrued Amounts</U>&#148;). On such termination, you will also be entitled to (iv)&nbsp;any unpaid EIP bonus earned with respect to
any fiscal year ending on or preceding the date of termination (&#147;<U>Unpaid EIP</U>&#148;); and (v)&nbsp;a pro rata portion of your EIP bonus for the fiscal year in which your termination occurs, payable at the time that EIP bonuses are paid to
other senior executives for such year, in an amount equal to (x)&nbsp;the amount that you would have earned based upon actual performance had your employment continued through the end of the fiscal year multiplied by (y)&nbsp;a fraction the
numerator of which is the number of days you were employed during the fiscal year and the denominator of which is&nbsp;365 (&#147;<U>Pro Rata Bonus</U>&#148;). In the event of your death, your beneficiary will also be entitled to your death benefit
under Section&nbsp;6(c). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Termination For Cause or Without Good Reason.</U> If your employment should be terminated by the Company
for Cause (as defined on the Attachment) or by you without Good Reason, you will be entitled to only the Accrued Amounts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c)
<U>Termination Without Cause or For Good Reason; Special Change in Control Success Payment</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) If your employment is
terminated by the Company without Cause (and not due to Disability) or by you for Good Reason at any time during the Term (and not upon the expiration of the Term) other than on or following the occurrence of a Change in Control or a Special Change
in Control, the Company will pay or provide you: (A)&nbsp;the Accrued Amounts and any Unpaid EIP; (B)&nbsp;a Pro Rata Bonus; and (C)&nbsp;a cash amount equal to the product of (x)&nbsp;one (1) multiplied by (y)&nbsp;the sum of (I)&nbsp;your Base
Salary plus (II)&nbsp;the excess of the applicable COBRA premium for health, dental and vision care benefits on the date of termination (provided that you elect COBRA continuation coverage) over the amount of health, dental and vision care premiums
charged to active employees of the Company for like coverage on the date of termination, which amount under this clause (C)&nbsp;will be payable in substantially equal installments in accordance with the Company&#146;s regular payroll cycle over a
period of twelve (12)&nbsp;months from your date of termination commencing on the first complete payroll payment date following the date that the Release (defined below) becomes effective; <U>provided</U>, that the Company&#146;s obligation to pay
the amount in subclause (II)&nbsp;will immediately cease to the extent required to avoid adverse tax consequences to the Company. The amount payable under clause (C), above, will not be reduced or terminated due to compensation you may receive from
any subsequent employment or self-employment. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If your employment is terminated by the Company without Cause (and not
due to Disability) or by you for Good Reason at any time, during the Term (and not upon the expiration of the Term), on or within one (1)&nbsp;year following the occurrence of a Change in Control (that is not a Special Change in Control), the
Company (or its successor) will pay or provide you: (A)&nbsp;the Accrued Amounts and any Unpaid EIP; (B)&nbsp;a Pro Rata Bonus; and (C)&nbsp;a cash amount equal to the product of (x)&nbsp;one (1) multiplied by (y)&nbsp;the sum of (I)&nbsp;your Base
Salary plus (II)&nbsp;the higher of the two immediately preceding completed fiscal years&#146; earned bonuses (irrespective of whether the later of the preceding years&#146; bonus had yet been paid) plus (III)&nbsp;the excess of the applicable COBRA
premium for health, dental and vision care benefits on the date of termination (provided that you elect COBRA continuation coverage) over the amount of health, dental and vision care premiums charged to active employees of the Company for like
coverage on the date of termination, which amount under this clause (C)&nbsp;will be payable in a lump sum within fifteen (15)&nbsp;days after the Release becomes effective; <U>provided</U>, that the Company will not be obligated to pay the amount
in subclause (III)&nbsp;to the extent required to avoid adverse tax consequences to the Company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Upon the occurrence
of a Special Change in Control (as defined on the Attachment) during the Term, upon which your employment does not terminate, you will receive from the Company or its successor (irrespective of whether your employment terminates or continues upon
consummation of such Special Change in Control): (A) a lump sum cash amount equal to one (1)&nbsp;multiplied by the sum of (I)&nbsp;your Base Salary plus (II)&nbsp;the higher of the two immediately preceding completed fiscal years&#146; earned
bonuses (irrespective of whether the later of the preceding years&#146; bonus had yet been paid) plus (B)&nbsp;a Pro Rata Bonus, but such Pro Rata Bonus will be determined based on achievement applicable performance goals under the EIP through the
date of consummation of the Special Change in Control (with adjustments to the performance goals as the Board deems appropriate to account for any reduction of the performance period resulting from consummation of the Special Change in Control). The
amount due under clause (A)&nbsp;shall be paid within fifteen (15)&nbsp;days after the Release becomes effective. The amount due under clause (B)&nbsp;will be paid when EIP bonuses for such period are paid to other executives of the Company. In the
event that you become entitled to receive the payments under this subparagraph (iii), you shall not be entitled to any payments under subparagraph 7(c)(ii)(B) or (C)&nbsp;upon any termination of your employment thereunder. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) <U>Conditions</U>. Any payments or benefits made or provided pursuant to Section&nbsp;7(c)(i), (ii) or (iii), as the case
may be, other than Accrued Amounts, are subject to your (A)&nbsp;compliance with the Agreement Protecting Company Interests (as provided at Section&nbsp;8 hereof); (B) delivery to the Company of an executed general release of claims in a form
satisfactory to the Company (&#147;<U>Release</U>&#148;) within <FONT STYLE="white-space:nowrap">twenty-one</FONT> (21)&nbsp;days of presentation thereof by the Company to you; and (C)&nbsp;if such payments are due in connection with a termination
of your employment, delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans. Anything in this Section&nbsp;7(c) to the contrary notwithstanding, to
the extent that any payment conditioned upon such effective Release is deferred compensation under Section&nbsp;409A (defined below) and the period during which you have discretion to execute or revoke the Release straddles two calendar years, then
the Company will make or commence, as may apply, such payments on the earliest practicable date in such second year after the Release becomes effective. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Agreement Protecting Company Interests</U>. As a condition of the Company entering into this Agreement and your continuing employment
hereunder, you will enter into the Company&#146;s and Holding Company&#146;s standard form of Agreement Protecting Company Interests, with a &#147;Restriction Period&#148; thereunder of twelve (12)&nbsp;months. The Agreement Protecting Company
Interests and the covenants thereunder will survive any expiration of this Agreement or termination of your employment. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Reduction to Avoid Excise Tax on Golden Parachute Payments</U>. If the payments and
benefits provided for in this Agreement or under any other agreement, plan or program or otherwise payable to you constitute &#147;parachute payments&#148; within the meaning of Section&nbsp;280G of the Internal Revenue Code
(&#147;<U>Code</U>&#148;) and would be subject to the excise tax imposed by Section&nbsp;4999 of the Code, then such payments and benefits shall be reduced to the extent necessary to assure that the payments and benefits provided to you under this
Agreement will be limited to the amount of payments and benefits that can be provided without triggering a parachute payment under Section&nbsp;280G. To the extent that reduction of any payments and benefits is required by this Section&nbsp;9 such
that no portion of such payments and benefits will be subject to the excise tax imposed by Section&nbsp;4999, the payments and benefits shall be reduced in the following order: (i)&nbsp;any payment due under Section&nbsp;7(c)(iii) upon the
occurrence of a Special Change in Control; (ii)&nbsp;any long-term cash incentive payments due to you upon the occurrence of the event triggering such parachute payments, (iii)&nbsp;cash severance pay, (iv)&nbsp;any Pro Rata Bonus, and (v)&nbsp;the
value of any stock options and any other equity awards that may hereafter be granted to you. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>Standard Regulatory Provisions</U>.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) If Employee is prohibited from participating in the conduct of the Company&#146;s affairs by a notice served under Section&nbsp;8
(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, (12 U. S.C. &#167;1818(e)(3) or (g)(1)), Company&#146;s obligations under this contract shall be suspended as of the date of service , unless stayed by appropriate proceedings. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company&#146;s affairs by an order
issued under Section&nbsp;8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, (12 U.S.C. &#167;1818(e)(4) or (g)(1)), all obligations of the Company under this contract shall terminate as of the effective date of the order. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) If the Company is in default (as defined in (12 U.S.C. &#167;1813(x)(1)) of the Federal Deposit Insurance Act), all obligations of the
Company under this contract shall terminate as of the date of default. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) All obligations under this Agreement may be terminated except
to the extent determined that the continuation of the Agreement is necessary for the continued operation of Employer: (i)&nbsp;by the Federal Deposit Insurance Corporation (the &#147;FDIC&#148;), at the time the FDIC enters into an agreement to
provide assistance to or on behalf of the Company under the authority contained in Section&nbsp;13(c) of the Federal Deposit Insurance Act; or (ii)&nbsp;by the FDIC at the time the FDIC approves a supervisory merger to resolve problems related to
operation of the Company or when the Company is determined to be in an unsafe and unsound condition. All obligations of the Company under this contract shall terminate as of the effective date of any of the foregoing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C.
&#167;1828(k) and FDIC Regulation 12 CFR Part 359, regarding Golden Parachute and Indemnification Payments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>Arbitration</U>. To
the fullest extent permitted by law, all claims that you may have against Company (or any other released party under the Release), or which the Company may have against you, in any way related to the subject matter, interpretation, application, or
alleged breach of this Agreement (&#147;<U>Arbitrable Claims</U>&#148;) shall be resolved by binding arbitration in Chicago, Illinois. The Arbitration will be held pursuant to the American Arbitration Association&#146;s Commercial Rules and
Mediation Procedures </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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(other than for large or complex disputes). The decision of the arbitrator shall be in writing and shall include a statement of the essential conclusions and findings upon which the decision is
based. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitrable Claims. Either party may bring an action in a court situated in Cook County, Illinois to compel arbitration under this Agreement and
to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. Notwithstanding the foregoing, either party may, in the event of an actual or
threatened breach of this Agreement (including but not limited to the provisions of the Agreement to Protect Company Interests), seek a temporary restraining order or injunction in a court situated in Cook County, Illinois restraining such breach
pending a determination on the merits by the arbitrator. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE,
VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Indemnification; Liability Insurance</U>. The Company agrees to
indemnify you and hold you harmless to the extent permitted the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws.</FONT> During the Term and at all times thereafter during which you may be subject to a liability to be indemnified
under the preceding sentence, the Company will cover you as an insured under any directors and officers liability insurance that insures its officers. This Section&nbsp;12 will survive any termination or expiration of this Agreement or termination
of your employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. <U>Your Representations</U>. You represent and warrant that your entering into this Agreement and your employment
with the Company will not be in breach of any agreement with any current or former employer and that you are not subject to any other restrictions on solicitation of clients or customers or competing against another entity. You understand that the
Company has relied on this representation in entering into this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <U>Clawback</U>. In addition to any compensation recovery
(clawback) which may be required by law and regulation, you acknowledge and agree that any compensation paid or awarded to you in connection with your employment with the Company shall be subject to any clawback requirements as set forth in the
Company&#146;s corporate governance guidelines or policies and to any similar or successor provisions as may be in effect from time to time. This Section&nbsp;14 will survive any termination or expiration of this Agreement or termination of your
employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <U>Code Section</U><U></U><U>&nbsp;409A</U>. This Section&nbsp;15 controls over anything in this Agreement to the
contrary. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section&nbsp;409A of the Code and all regulations, guidance and other interpretive authority issued thereunder (collectively,
&#147;<U>Section</U><U></U><U>&nbsp;409A</U>&#148;) so as not to subject you to payment of any additional tax, penalty or interest imposed under Section&nbsp;409A and this Agreement shall be interpreted accordingly. To the extent that the
reimbursement of any expenses or the provision of any <FONT STYLE="white-space:nowrap">in-kind</FONT> benefits under this Agreement is subject to Section&nbsp;409A, (a)&nbsp;the amount of such expenses eligible for reimbursement, or <FONT
STYLE="white-space:nowrap">in-kind</FONT> benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or <FONT STYLE="white-space:nowrap">in-kind</FONT> benefits to be provided, in
any other calendar year; (b)&nbsp;reimbursement of any such expense shall be made by no later than December&nbsp;31 of the year following the calendar year in which such expense is incurred; and (c)&nbsp;your right to receive such reimbursements or <FONT
STYLE="white-space:nowrap">in-kind</FONT> benefits shall not be subject to liquidation or exchange for another benefit. To the extent that Section&nbsp;409A(a)(2)(B)(i) applies and you are a &#147;specified employee&#148; on the date of your
separation from service, then any payment treated as deferred compensation under Section&nbsp;409A will be postponed until the first business day after the expiration of six (6)&nbsp;months from the date of your separation from service (or your
death if earlier). </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
 7
 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <U>General Provisions</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Notices</U>. All notices, consents, and other communications to be given under this Agreement shall be in writing and
(i)&nbsp;personally delivered, (ii)&nbsp;mailed by registered or certified mail, postage prepaid with return receipt requested, or (iii)&nbsp;delivered by overnight express delivery service or <FONT STYLE="white-space:nowrap">same-day</FONT> local
courier service, to the address set forth below, or to such other address as may be designated by the parties from time to time in accordance with this Section&nbsp;16(a): </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">If to the Company: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Byline Bank
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">180 N. LaSalle </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Chicago,
Illinois 60601 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">(or such address hereafter where the Company locates its corporate offices) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Attention: Director Human Resources </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">If to you: At the most recent address on the payroll files of the Company </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Entire Agreement; Amendments; No Waiver</U>. This Agreement and the Agreement to Protect Company Interests supersedes all previous
employment agreements, whether written or oral between you and the Company and constitutes the entire agreement and understanding between the Company and you concerning the subject matter hereof. If, and to the extent that, any other written or oral
agreement between you and the Company is inconsistent with or contradictory to the terms of this Agreement or the Agreement to Protect Company Interests, the terms of this Agreement or the Agreement to Protect Company Interests, as applies, shall
control. No modification, amendment, termination, or waiver of this Agreement shall be binding unless in writing and signed by you and a duly authorized officer of the Company. Failure of the any party to insist upon strict compliance with any of
the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants, and conditions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Successors and
Assigns</U>. This Agreement is binding upon and shall inure to the benefit of you and your heirs, executors, assigns and administrators or your estate and property and the Company and its successors and permitted assigns. You may not assign or
transfer to others your rights or obligation to perform your duties hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Counterparts</U>. This Agreement may be signed in
counterparts each of which will be deemed an original, but all of which will constitute one and the same instrument. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature Page
Follows This Page] </I></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
 8
 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On behalf of the Board, I am excited to offer you continuing employment with the Company
under this Agreement and look forward to a mutually rewarding relationship. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="10%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="89%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">BYLINE BANK</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Roberto Herencia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Roberto Herencia</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chairman of the Board of Directors</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">March 4, 2015</P></TD></TR></TABLE></DIV>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
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<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="88%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Agreed and Accepted:</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Donald J. Meyer</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Donald J. Meyer</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">March 2, 2015</P></TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald Meyer </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
 9
 </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"><B>ATTACHMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Definitions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Cause</U>&#148; shall mean (A)&nbsp;your willful and continued failure to perform substantially your duties; (B)&nbsp;your willfully
engaging in illegal conduct, an act of dishonesty or gross misconduct related to the performance of your duties and responsibilities; (C)&nbsp;your commission of a crime involving moral turpitude dishonesty, fraud, theft or financial impropriety;
(D)&nbsp;your willful violation of a material requirement of any code of ethics or standards of conduct of the Company applicable to you or your fiduciary duty to the Company; or (E)&nbsp;a breach of the Agreement Protecting Company Interests;
<U>provided</U>, that no act or failure to act by you shall be considered &#147;willful&#148; if such act or omission was conducted in good faith and with a reasonable belief that the action or omission was in the best interests of the Company, as
applies.<B><SUP STYLE="font-size:85%; vertical-align:top"> </SUP></B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#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">(A) Any &#147;person&#148; (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended), other than (i)&nbsp;a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary, or (ii)&nbsp;a corporation owned directly or indirectly by the
stockholders of the Holding Company in substantially the same proportions as their ownership of stock of the Holding Company, is or becomes the &#147;beneficial owner&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> under said
Act), directly or indirectly, of securities of the Holding Company representing more than 50% of both (x)&nbsp;the total voting power of the then outstanding shares of capital stock of the Holding 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 Holding 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">(B) Consummation of a reorganization, merger or consolidation, the sale or other disposition of all or substantially all of the
assets of the Holding 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 Holding Company or all or substantially all of the Holding 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 Holding 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">(C) The stockholders of the Holding Company approve a plan of complete liquidation or dissolution of the Holding Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Holding Company Board has final authority to construe and interpret the provisions of the foregoing paragraphs (A), (B), and (C)&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">&#147;<U>Disability</U>&#148; shall have the meaning defined under Treasury Regulation
<FONT STYLE="white-space:nowrap">Section&nbsp;1.409A-3(i)(4).</FONT> </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald Meyer </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
 10
 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Good Reason</U>&#148; means the occurrence of any of the following without your
written consent: (A)&nbsp;any material reduction in your Base Salary, (B)&nbsp;the Company&#146;s requirement that you relocate your principal place of employment to a location in excess of fifty (50)&nbsp;miles from your principal work location on
the date of the Agreement or (C)&nbsp;you are required to report to any other employee than the Chief Executive Officer. <U>Provided</U>, &#147;Good Reason&#148; shall not exist unless and until you provide the Company with written notice of the
acts alleged to constitute Good Reason within ninety (90)&nbsp;days of the initial occurrence of such event, and the Company fails to cure such acts within thirty (30)&nbsp;days of receipt of such notice. You must terminate your employment within
120 days following the initial occurrence of such event for the termination to be on account of Good Reason. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#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">(A) Any &#147;person&#148; (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended), other than (i)&nbsp;a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary, or (ii)&nbsp;a corporation owned directly or indirectly by
the stockholders of the Holding Company in substantially the same proportions as their ownership of stock of the Holding Company, is or becomes the &#147;beneficial owner&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> under
said Act), directly or indirectly, of securities of the Holding 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">(B) A Business Combination of the Holding 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 Holding Company or all or substantially all of the Holding 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 Holding 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 subparagraph (A)&nbsp;or (B): </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) 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 the date of this Agreement 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%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) such transaction satisfies subparagraph (A)&nbsp;or (B) by substituting
&#147;70%&#148; each place where &#147;50%&#148; appears. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Holding Company Board has final authority to construe and interpret the
provisions of the foregoing paragraphs (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>
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EX-10.6
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EX-10.6
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<SEQUENCE>13
<FILENAME>d316756dex106.htm
<DESCRIPTION>EX-10.6
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.6 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>EXECUTION VERSION </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000">&nbsp;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1135 S. Delano Court, Apt. 325E </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chicago, IL 60605 </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">Re:</TD>
<TD ALIGN="left" VALIGN="top">Employment Terms </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dear Donald: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On behalf of the Board of Directors (the &#147;<U>Board</U>&#148;) of Byline Bank, an Illinois chartered bank (the
&#147;<U>Company</U>&#148;), I am pleased to offer you employment with the Company on the terms set forth in this letter (&#147;<U>Agreement</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Term</U>. The term of this Agreement commences upon your written acceptance below and will expire on the third anniversary of your
acceptance date; <U>provided</U>, the term will automatically renew on such date for one (1)&nbsp;year, and for one (1)&nbsp;year on each subsequent anniversary of such date thereafter, unless at any time not less than one hundred twenty
(120)&nbsp;days prior to the end of such term either the Company or you notify the other in writing of its intention not to further extend the term; <U>provided</U> <U>further</U>, (a)&nbsp;the term of this Agreement shall terminate on any
termination of your employment and (b)&nbsp;upon the occurrence of a Change in Control or Special Change in Control (each as defined on the Attachment) the term of this Agreement shall renew for period expiring on the first anniversary of such
Change in Control or Special Change in Control, as the case may be, and which shall not automatically renew thereafter. The period under this Section&nbsp;1, as may be so renewed, is referred to herein as the &#147;<U>Term</U>&#148;. Absent a
written agreement by the parties to the contrary, upon the expiration of the Term, this Agreement (all rights and obligations herein) will terminate (except for those provisions that specifically survive) and your employment will continue thereafter
<FONT STYLE="white-space:nowrap">at-will.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Position; Principal Place of Employment</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) You will be employed as Executive Vice President, Head of Commercial Banking of the Company, reporting to the Chief Executive Officer.
Your principal place of employment will be at the Company&#146;s corporate offices designated from time to time by the Board. Your duties shall be as may be prescribed by the Company&#146;s <FONT STYLE="white-space:nowrap">by-laws</FONT> and as may
be assigned by the Chief Executive Officer from time to time commensurate with your position. During your employment, you owe an undivided duty of loyalty to the Company and agree to devote your full business time and attention to the performance of
your duties and responsibilities. You shall perform your duties under this Agreement professionally, in accordance with the applicable laws, rules and regulations and such standards, policies and procedures established by the Company and the banking
industry from time to time. You will not work full-time for another employer, and all part-time employment, including any self-employment shall be disclosed to the Company not less frequently than on the anniversary of the last day of the Term. In
addition, you are subject to the Company&#146;s Code of Ethics and all such other activities are subject to the principles thereunder not to engage in any activity that may, in the sole discretion of the Board, be determined to be a conflict of
interest. You agree to serve without additional compensation as an officer and director of any of the Company&#146;s subsidiaries. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Base Salary</U>. You will be paid a base salary at an annual rate of $260,000 (the
&#147;<U>Base Salary</U>&#148;), subject to applicable withholdings and payable in accordance with the regular payroll practices of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Annual Incentive</U>. You will be eligible to participate in the Company&#146;s Executive Incentive Plan (the &#147;<U>EIP</U>&#148;).
Under the EIP, you will have the opportunity to earn a target annual cash bonus of 50% of your Base Salary based upon your achievement of applicable target-level performance objectives as determined in the sole discretion of the Board (or a
committee thereof). Your annual bonus, to the extent earned under the EIP, will be paid not later than March&nbsp;15 of the fiscal year following the fiscal year in which performed. You will not be entitled to a bonus for any particular year unless
you are employed on the date such bonus is paid (unless otherwise provided herein or in the EIP). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>Long-Term Incentive Program</U>.
You will be eligible to participate in the Metropolitan Bank Group Equity Incentive Plan adopted by Byline Bancorp, Inc., an Illinois corporation (f/k/a Metropolitan Bank Group, Inc. and referred to in this Agreement as the &#147;<U>Holding
Company</U>&#148;) on such terms and conditions as are set forth in the form of stock option agreement provided to you with this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Employee Benefits; Vacation; Expenses</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) You will be entitled to participate in all employee benefit plans that the Company has adopted or may adopt, maintain or contribute to for
the benefit of its employees, subject to satisfying the applicable eligibility requirements. Unless otherwise provided in this Agreement, all benefits are subject to the terms and conditions of the plan or arrangement under which such benefits
accrue, as may be amended or terminated at any time and from time to time in the sole discretion of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) You will be entitled
to annual paid vacation in accordance with the Company&#146;s policy applicable to senior executives, but in no event less than four (4)&nbsp;weeks per calendar year (prorated for any partial calendar year of employment). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) You will be entitled to a benefit at Company expense that pays upon your death a lump sum cash amount equal to 200% of your Base Salary
but not exceeding $750,000. The Company may provide this benefit, in its sole discretion, through its purchase of a life insurance policy, in which event you will fully cooperate with any physical examination and other underwriting requirements to
obtain such life insurance. The Company will deduct any applicable tax withholdings from other compensation due you or from the proceeds of such benefit, as may apply. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) Upon presentation of appropriate documentation, you will be reimbursed in accordance with the Company&#146;s expense reimbursement policy
for all reasonable and necessary business expenses incurred in connection with the performance of your duties hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.
<U>Termination; Special Change in Control</U>. Your employment may be terminated by either party for any reason at any time pursuant to written notice to the other party, and will terminate automatically on your death; <U>provided</U>, you shall
give the Company not less than 30 days&#146; prior written notice of any termination by you, with or without Good Reason (as defined on the Attachment hereto). Any payments made and benefits provided to you under this Agreement will be in lieu of
any termination or severance payments or benefits for which you (or your estate in the event of your death) otherwise may be eligible under any of the plans, practices, policies or programs of the Company or its affiliates. If termination occurs at
a time when the Company is deemed to be in troubled condition by the FDIC and is subject to the FDIC&#146;s golden parachute regulations under 12 C.F.R. Part 359, the payments referenced in this Paragraph 7 shall be limited to an aggregate amount
equal to the lesser of (i) 12 months of Base </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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Salary, or (ii)&nbsp;the amount otherwise owed to you hereunder. Any payment made pursuant to this Paragraph 7 which is subject to the FDIC&#146;s golden parachute regulations shall be subject to
a right of the Company (or its successor) to recoup such payment from Executive if the Company (or its successor) subsequently determines, in its reasonable discretion, that Executive has engaged in any of the activities or offenses set forth in 12
C.F.R. Section&nbsp;359.4(a)(i) - (iv). After receipt of written notice from the Company that it has made a determination as provided for in this Section, Executive agrees to reimburse the Company for the subject payment made pursuant to this
Paragraph 7 within 30 days after receipt of such written notice. Further, Executive agrees to indemnify the Company for any costs incurred by the Company in recouping such amount in the event that Executive fails to reimburse such amount within 30
days of receiving the Company&#146;s written notice under this Section. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Death; Disability</U>. In the event that your employment
terminates due to your death or Disability (as defined on the Attachment), you will be entitled to: (i)&nbsp;any unpaid Base Salary, and any unused vacation, accrued through the date of termination; (ii)&nbsp;reimbursement of any unreimbursed
expenses incurred through the date of termination in accordance with Section&nbsp;6(d); and (iii)&nbsp;all other payments or benefits to which you may be entitled under the terms of any applicable employee benefit plans and programs in which you
participated immediately prior to such termination (clauses (i), (ii) and (iii)&nbsp;collectively being the &#147;<U>Accrued Amounts</U>&#148;). On such termination, you will also be entitled to (iv)&nbsp;any unpaid EIP bonus earned with respect to
any fiscal year ending on or preceding the date of termination (&#147;<U>Unpaid EIP</U>&#148;); and (v)&nbsp;a pro rata portion of your EIP bonus for the fiscal year in which your termination occurs, payable at the time that EIP bonuses are paid to
other senior executives for such year, in an amount equal to (x)&nbsp;the amount that you would have earned based upon actual performance had your employment continued through the end of the fiscal year multiplied by (y)&nbsp;a fraction the
numerator of which is the number of days you were employed during the fiscal year and the denominator of which is&nbsp;365 (&#147;<U>Pro Rata Bonus</U>&#148;). In the event of your death, your beneficiary will also be entitled to your death benefit
under Section&nbsp;6(c). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Termination For Cause or Without Good Reason.</U> If your employment should be terminated by the Company
for Cause (as defined on the Attachment) or by you without Good Reason, you will be entitled to only the Accrued Amounts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c)
<U>Termination Without Cause or For Good Reason; Special Change in Control Success Payment</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) If your employment is
terminated by the Company without Cause (and not due to Disability) or by you for Good Reason at any time during the Term (and not upon the expiration of the Term) other than on or following the occurrence of a Change in Control or a Special Change
in Control, the Company will pay or provide you: (A)&nbsp;the Accrued Amounts and any Unpaid EIP; (B)&nbsp;a Pro Rata Bonus; and (C)&nbsp;a cash amount equal to the product of (x)&nbsp;one (1) multiplied by (y)&nbsp;the sum of (I)&nbsp;your Base
Salary plus (II)&nbsp;the excess of the applicable COBRA premium for health, dental and vision care benefits on the date of termination (provided that you elect COBRA continuation coverage) over the amount of health, dental and vision care premiums
charged to active employees of the Company for like coverage on the date of termination, which amount under this clause (C)&nbsp;will be payable in substantially equal installments in accordance with the Company&#146;s regular payroll cycle over a
period of twelve (12)&nbsp;months from your date of termination commencing on the first complete payroll payment date following the date that the Release (defined below) becomes effective; <U>provided</U>, that the Company&#146;s obligation to pay
the amount in subclause (II)&nbsp;will immediately cease to the extent required to avoid adverse tax consequences to the Company. The amount payable under clause (C), above, will not be reduced or terminated due to compensation you may receive from
any subsequent employment or self-employment. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If your employment is terminated by the Company without Cause (and not
due to Disability) or by you for Good Reason at any time, during the Term (and not upon the expiration of the Term), on or within one (1)&nbsp;year following the occurrence of a Change in Control (that is not a Special Change in Control), the
Company (or its successor) will pay or provide you: (A)&nbsp;the Accrued Amounts and any Unpaid EIP; (B)&nbsp;a Pro Rata Bonus; and (C)&nbsp;a cash amount equal to the product of (x)&nbsp;one (1) multiplied by (y)&nbsp;the sum of (I)&nbsp;your Base
Salary plus (II)&nbsp;the higher of the two immediately preceding completed fiscal years&#146; earned bonuses (irrespective of whether the later of the preceding years&#146; bonus had yet been paid) plus (III)&nbsp;the excess of the applicable COBRA
premium for health, dental and vision care benefits on the date of termination (provided that you elect COBRA continuation coverage) over the amount of health, dental and vision care premiums charged to active employees of the Company for like
coverage on the date of termination, which amount under this clause (C)&nbsp;will be payable in a lump sum within fifteen (15)&nbsp;days after the Release becomes effective; <U>provided</U>, that the Company will not be obligated to pay the amount
in subclause (III)&nbsp;to the extent required to avoid adverse tax consequences to the Company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) Upon the occurrence
of a Special Change in Control (as defined on the Attachment) during the Term, upon which your employment does not terminate, you will receive from the Company or its successor (irrespective of whether your employment terminates or continues upon
consummation of such Special Change in Control): (A) a lump sum cash amount equal to one (1)&nbsp;multiplied by the sum of (I)&nbsp;your Base Salary plus (II)&nbsp;the higher of the two immediately preceding completed fiscal years&#146; earned
bonuses (irrespective of whether the later of the preceding years&#146; bonus had yet been paid) plus (B)&nbsp;a Pro Rata Bonus, but such Pro Rata Bonus will be determined based on achievement applicable performance goals under the EIP through the
date of consummation of the Special Change in Control (with adjustments to the performance goals as the Board deems appropriate to account for any reduction of the performance period resulting from consummation of the Special Change in Control). The
amount due under clause (A)&nbsp;shall be paid within fifteen (15)&nbsp;days after the Release becomes effective. The amount due under clause (B)&nbsp;will be paid when EIP bonuses for such period are paid to other executives of the Company. In the
event that you become entitled to receive the payments under this subparagraph (iii), you shall not be entitled to any payments under subparagraph 7(c)(ii)(B) or (C)&nbsp;upon any termination of your employment thereunder. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) <U>Conditions</U>. Any payments or benefits made or provided pursuant to Section&nbsp;7(c)(i), (ii) or (iii), as the case
may be, other than Accrued Amounts, are subject to your (A)&nbsp;compliance with the Agreement Protecting Company Interests (as provided at Section&nbsp;8 hereof); (B) delivery to the Company of an executed general release of claims in a form
satisfactory to the Company (&#147;<U>Release</U>&#148;) within <FONT STYLE="white-space:nowrap">twenty-one</FONT> (21)&nbsp;days of presentation thereof by the Company to you; and (C)&nbsp;if such payments are due in connection with a termination
of your employment, delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans. Anything in this Section&nbsp;7(c) to the contrary notwithstanding, to
the extent that any payment conditioned upon such effective Release is deferred compensation under Section&nbsp;409A (defined below) and the period during which you have discretion to execute or revoke the Release straddles two calendar years, then
the Company will make or commence, as may apply, such payments on the earliest practicable date in such second year after the Release becomes effective. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Agreement Protecting Company Interests</U>. As a condition of the Company entering into this Agreement and your continuing employment
hereunder, you will enter into the Company&#146;s and Holding Company&#146;s standard form of Agreement Protecting Company Interests, with a &#147;Restriction Period&#148; thereunder of twelve (12)&nbsp;months. The Agreement Protecting Company
Interests and the covenants thereunder will survive any expiration of this Agreement or termination of your employment. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Reduction to Avoid Excise Tax on Golden Parachute Payments</U>. If the payments and
benefits provided for in this Agreement or under any other agreement, plan or program or otherwise payable to you constitute &#147;parachute payments&#148; within the meaning of Section&nbsp;280G of the Internal Revenue Code
(&#147;<U>Code</U>&#148;) and would be subject to the excise tax imposed by Section&nbsp;4999 of the Code, then such payments and benefits shall be reduced to the extent necessary to assure that the payments and benefits provided to you under this
Agreement will be limited to the amount of payments and benefits that can be provided without triggering a parachute payment under Section&nbsp;280G. To the extent that reduction of any payments and benefits is required by this Section&nbsp;9 such
that no portion of such payments and benefits will be subject to the excise tax imposed by Section&nbsp;4999, the payments and benefits shall be reduced in the following order: (i)&nbsp;any payment due under Section&nbsp;7(c)(iii) upon the
occurrence of a Special Change in Control; (ii)&nbsp;any long-term cash incentive payments due to you upon the occurrence of the event triggering such parachute payments, (iii)&nbsp;cash severance pay, (iv)&nbsp;any Pro Rata Bonus, and (v)&nbsp;the
value of any stock options and any other equity awards that may hereafter be granted to you. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>Standard Regulatory Provisions</U>.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) If Employee is prohibited from participating in the conduct of the Company&#146;s affairs by a notice served under Section&nbsp;8
(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, (12 U. S.C. &#167;1818(e)(3) or (g)(1)), Company&#146;s obligations under this contract shall be suspended as of the date of service , unless stayed by appropriate proceedings. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Company&#146;s affairs by an order
issued under Section&nbsp;8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, (12 U.S.C. &#167;1818(e)(4) or (g)(1)), all obligations of the Company under this contract shall terminate as of the effective date of the order. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) If the Company is in default (as defined in (12 U.S.C. &#167;1813(x)(1)) of the Federal Deposit Insurance Act), all obligations of the
Company under this contract shall terminate as of the date of default. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) All obligations under this Agreement may be terminated except
to the extent determined that the continuation of the Agreement is necessary for the continued operation of Employer: (i)&nbsp;by the Federal Deposit Insurance Corporation (the &#147;FDIC&#148;), at the time the FDIC enters into an agreement to
provide assistance to or on behalf of the Company under the authority contained in Section&nbsp;13(c) of the Federal Deposit Insurance Act; or (ii)&nbsp;by the FDIC at the time the FDIC approves a supervisory merger to resolve problems related to
operation of the Company or when the Company is determined to be in an unsafe and unsound condition. All obligations of the Company under this contract shall terminate as of the effective date of any of the foregoing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C.
&#167;1828(k) and FDIC Regulation 12 CFR Part 359, regarding Golden Parachute and Indemnification Payments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>Arbitration</U>. To
the fullest extent permitted by law, all claims that you may have against Company (or any other released party under the Release), or which the Company may have against you, in any way related to the subject matter, interpretation, application, or
alleged breach of this Agreement (&#147;<U>Arbitrable Claims</U>&#148;) shall be resolved by binding arbitration in Chicago, Illinois. The Arbitration will be held pursuant to the American Arbitration Association&#146;s Commercial Rules and
Mediation Procedures </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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(other than for large or complex disputes). The decision of the arbitrator shall be in writing and shall include a statement of the essential conclusions and findings upon which the decision is
based. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitrable Claims. Either party may bring an action in a court situated in Cook County, Illinois to compel arbitration under this Agreement and
to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any Arbitrable Claim. Notwithstanding the foregoing, either party may, in the event of an actual or
threatened breach of this Agreement (including but not limited to the provisions of the Agreement to Protect Company Interests), seek a temporary restraining order or injunction in a court situated in Cook County, Illinois restraining such breach
pending a determination on the merits by the arbitrator. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE,
VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Indemnification; Liability Insurance</U>. The Company agrees to
indemnify you and hold you harmless to the extent permitted the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws.</FONT> During the Term and at all times thereafter during which you may be subject to a liability to be indemnified
under the preceding sentence, the Company will cover you as an insured under any directors and officers liability insurance that insures its officers. This Section&nbsp;12 will survive any termination or expiration of this Agreement or termination
of your employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. <U>Your Representations</U>. You represent and warrant that your entering into this Agreement and your employment
with the Company will not be in breach of any agreement with any current or former employer and that you are not subject to any other restrictions on solicitation of clients or customers or competing against another entity. You understand that the
Company has relied on this representation in entering into this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <U>Clawback</U>. In addition to any compensation recovery
(clawback) which may be required by law and regulation, you acknowledge and agree that any compensation paid or awarded to you in connection with your employment with the Company shall be subject to any clawback requirements as set forth in the
Company&#146;s corporate governance guidelines or policies and to any similar or successor provisions as may be in effect from time to time. This Section&nbsp;14 will survive any termination or expiration of this Agreement or termination of your
employment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <U>Code Section</U><U></U><U>&nbsp;409A</U>. This Section&nbsp;15 controls over anything in this Agreement to the
contrary. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section&nbsp;409A of the Code and all regulations, guidance and other interpretive authority issued thereunder (collectively,
&#147;<U>Section</U><U></U><U>&nbsp;409A</U>&#148;) so as not to subject you to payment of any additional tax, penalty or interest imposed under Section&nbsp;409A and this Agreement shall be interpreted accordingly. To the extent that the
reimbursement of any expenses or the provision of any <FONT STYLE="white-space:nowrap">in-kind</FONT> benefits under this Agreement is subject to Section&nbsp;409A, (a)&nbsp;the amount of such expenses eligible for reimbursement, or <FONT
STYLE="white-space:nowrap">in-kind</FONT> benefits to be provided, during any one calendar year shall not affect the amount of such expenses eligible for reimbursement, or <FONT STYLE="white-space:nowrap">in-kind</FONT> benefits to be provided, in
any other calendar year; (b)&nbsp;reimbursement of any such expense shall be made by no later than December&nbsp;31 of the year following the calendar year in which such expense is incurred; and (c)&nbsp;your right to receive such reimbursements or <FONT
STYLE="white-space:nowrap">in-kind</FONT> benefits shall not be subject to liquidation or exchange for another benefit. To the extent that Section&nbsp;409A(a)(2)(B)(i) applies and you are a &#147;specified employee&#148; on the date of your
separation from service, then any payment treated as deferred compensation under Section&nbsp;409A will be postponed until the first business day after the expiration of six (6)&nbsp;months from the date of your separation from service (or your
death if earlier). </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <U>General Provisions</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) <U>Notices</U>. All notices, consents, and other communications to be given under this Agreement shall be in writing and
(i)&nbsp;personally delivered, (ii)&nbsp;mailed by registered or certified mail, postage prepaid with return receipt requested, or (iii)&nbsp;delivered by overnight express delivery service or <FONT STYLE="white-space:nowrap">same-day</FONT> local
courier service, to the address set forth below, or to such other address as may be designated by the parties from time to time in accordance with this Section&nbsp;16(a): </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">If to the Company: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Byline Bank
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">180 N. LaSalle </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Chicago,
Illinois 60601 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">(or such address hereafter where the Company locates its corporate offices) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Attention: Director Human Resources </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">If to you: At the most recent address on the payroll files of the Company </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) <U>Entire Agreement; Amendments; No Waiver</U>. This Agreement and the Agreement to Protect Company Interests supersedes all previous
employment agreements, whether written or oral between you and the Company and constitutes the entire agreement and understanding between the Company and you concerning the subject matter hereof. If, and to the extent that, any other written or oral
agreement between you and the Company is inconsistent with or contradictory to the terms of this Agreement or the Agreement to Protect Company Interests, the terms of this Agreement or the Agreement to Protect Company Interests, as applies, shall
control. No modification, amendment, termination, or waiver of this Agreement shall be binding unless in writing and signed by you and a duly authorized officer of the Company. Failure of the any party to insist upon strict compliance with any of
the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants, and conditions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) <U>Successors and
Assigns</U>. This Agreement is binding upon and shall inure to the benefit of you and your heirs, executors, assigns and administrators or your estate and property and the Company and its successors and permitted assigns. You may not assign or
transfer to others your rights or obligation to perform your duties hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) <U>Counterparts</U>. This Agreement may be signed in
counterparts each of which will be deemed an original, but all of which will constitute one and the same instrument. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature Page
Follows This Page] </I></P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald J. Meyer </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
 8
 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On behalf of the Board, I am excited to offer you continuing employment with the Company
under this Agreement and look forward to a mutually rewarding relationship. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
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<TD HEIGHT="16" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3">BYLINE BANK</TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Roberto Herencia</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Roberto Herencia</TD></TR>
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<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chairman of the Board of Directors</TD></TR>
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<TD VALIGN="top">Date:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">March 4, 2015</P></TD></TR></TABLE></DIV>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" COLSPAN="3">Agreed and Accepted:</TD></TR>
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<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Donald J. Meyer</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Donald J. Meyer</TD></TR>
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<TD VALIGN="top">Date:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">March 2, 2015</P></TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald Meyer </P>
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 9
 </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"><B>ATTACHMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Definitions </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Cause</U>&#148; shall mean (A)&nbsp;your willful and continued failure to perform substantially your duties; (B)&nbsp;your willfully
engaging in illegal conduct, an act of dishonesty or gross misconduct related to the performance of your duties and responsibilities; (C)&nbsp;your commission of a crime involving moral turpitude dishonesty, fraud, theft or financial impropriety;
(D)&nbsp;your willful violation of a material requirement of any code of ethics or standards of conduct of the Company applicable to you or your fiduciary duty to the Company; or (E)&nbsp;a breach of the Agreement Protecting Company Interests;
<U>provided</U>, that no act or failure to act by you shall be considered &#147;willful&#148; if such act or omission was conducted in good faith and with a reasonable belief that the action or omission was in the best interests of the Company, as
applies.<B><SUP STYLE="font-size:85%; vertical-align:top"> </SUP></B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#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">(A) Any &#147;person&#148; (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended), other than (i)&nbsp;a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary, or (ii)&nbsp;a corporation owned directly or indirectly by the
stockholders of the Holding Company in substantially the same proportions as their ownership of stock of the Holding Company, is or becomes the &#147;beneficial owner&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> under said
Act), directly or indirectly, of securities of the Holding Company representing more than 50% of both (x)&nbsp;the total voting power of the then outstanding shares of capital stock of the Holding 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 Holding 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">(B) Consummation of a reorganization, merger or consolidation, the sale or other disposition of all or substantially all of the
assets of the Holding 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 Holding Company or all or substantially all of the Holding 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 Holding 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">(C) The stockholders of the Holding Company approve a plan of complete liquidation or dissolution of the Holding Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Holding Company Board has final authority to construe and interpret the provisions of the foregoing paragraphs (A), (B), and (C)&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">&#147;<U>Disability</U>&#148; shall have the meaning defined under Treasury Regulation
<FONT STYLE="white-space:nowrap">Section&nbsp;1.409A-3(i)(4).</FONT> </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald Meyer </P>
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 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<U>Good Reason</U>&#148; means the occurrence of any of the following without your
written consent: (A)&nbsp;any material reduction in your Base Salary, (B)&nbsp;the Company&#146;s requirement that you relocate your principal place of employment to a location in excess of fifty (50)&nbsp;miles from your principal work location on
the date of the Agreement or (C)&nbsp;you are required to report to any other employee than the Chief Executive Officer. <U>Provided</U>, &#147;Good Reason&#148; shall not exist unless and until you provide the Company with written notice of the
acts alleged to constitute Good Reason within ninety (90)&nbsp;days of the initial occurrence of such event, and the Company fails to cure such acts within thirty (30)&nbsp;days of receipt of such notice. You must terminate your employment within
120 days following the initial occurrence of such event for the termination to be on account of Good Reason. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#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">(A) Any &#147;person&#148; (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended), other than (i)&nbsp;a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary, or (ii)&nbsp;a corporation owned directly or indirectly by
the stockholders of the Holding Company in substantially the same proportions as their ownership of stock of the Holding Company, is or becomes the &#147;beneficial owner&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> under
said Act), directly or indirectly, of securities of the Holding 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">(B) A Business Combination of the Holding 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 Holding Company or all or substantially all of the Holding 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 Holding 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 subparagraph (A)&nbsp;or (B): </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) 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 the date of this Agreement 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%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) such transaction satisfies subparagraph (A)&nbsp;or (B) by substituting
&#147;70%&#148; each place where &#147;50%&#148; appears. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Holding Company Board has final authority to construe and interpret the
provisions of the foregoing paragraphs (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>
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