Form of Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan Performance Restricted Stock Award Agreement

Name of Grantee:

_______________ (the “Grantee”).

Grant Date:

_______________ (the “Grant Date”).

Number of Restricted Shares:

_______________. ¹

Target Number of Restricted Shares:

_______________ (the “Target Number of Shares”).  

To reflect the maximum number of Shares that can be earned under the Award.

Earning Restricted Shares:

The actual number of Shares, if any, which are earned under this Award (the “Earned Shares”) shall be determined by the Committee based upon the achievement of the Performance Goals during the Performance Period described below.

The “Performance Goals” and “Performance Period” established by the Committee in connection with this Award are:

•The Performance Period under this agreement will start on January 1, 2018, and will end on December 31, 2020,

•The number of shares which may be earned under the award is dependent upon Byline’s return on average assets over the three-year period ending December 31, 2020, measured in 2018 against Byline’s internal target and for 2019 and 2020 against a peer group consisting of publicly-traded bank holding companies ranging in asset size from 50% to 200% of Byline’s total assets.  

•Under the award, 25% of the shares will be earned at threshold performance, 100% will be earned at target and 50th percentile performance, and up to 125% of the shares

with above target and 75th percentile performance.  Any earned shares will vest on the third anniversary of the grant date.

Vesting Date:

The Earned Shares, if any, will vest in full upon the completion of the third Performance Period.

Earned Shares will only vest if the Grantee is, and has been, continuously employed by Byline from the Grant Date through the applicable Vesting Date, and any unvested Shares will be forfeited upon any termination of Employment.  

Notwithstanding the foregoing:

A.  On a termination of Employment due to death, disability or retirement prior to completion of the three-year Performance Period, any outstanding unvested Shares will be prorated at the end of the performance period, as of the date of such termination and

B. Upon a Change in Control, any outstanding, unvested Restricted Shares will be treated in accordance with the Plan.

C.  All other terminations, unvested shares will be forfeited.

Non-Transferability of the Restricted Shares:

Prior to vesting, the Restricted Shares may not be sold, exchanged, transferred, assigned, pledged, hypothecated, fractionalized, hedged or otherwise disposed of (including through the use of any cash-settled instrument) in any manner other than by will or by the laws of descent and distribution, and any attempt to sell, exchange, transfer, assign, pledge, hypothecate, fractionalize, hedge or otherwise dispose of the Shares delivered in respect of the Restricted Shares in violation of this Award Agreement shall be void and of no effect and Byline shall have the right to disregard the same on its books and records and advise the registrar and transfer agent of the Shares to place a stop order against the transfer of such Shares.

Privileges of Share Ownership:

Subject to the Non-Transferability of the Restricted Shares, effective upon the Grant Date, the Grantee will have all rights of a shareholder of Byline with respect to the Restricted Shares, including voting rights and the right to receive all dividends at the times and in the manner

paid to shareholders generally.  Notwithstanding the foregoing, all ordinary cash dividends or other ordinary distributions paid upon any Restricted Share will be retained by the Company and will be paid to the Grantee (without interest) when the Restricted Shares vest and will revert back to Byline if the Restricted Share upon which such dividends or other distributions were paid reverts back to Byline.  

Issuance and Delivery:

Unless otherwise determined by the Committee, delivery of the Restricted Shares will be by book-entry credit to an account maintained by the registrar and transfer agent of the Shares with the applicable restrictions on transferability imposed on such Restricted Shares by this Award Agreement. Upon the vesting of the Restricted Shares in accordance with this Award Agreement, Byline will instruct the transfer agent to electronically transfer the Grantee’s Shares to a brokerage or other account on the Grantee’s behalf (or make such other arrangements for the delivery of the Shares as Byline reasonably determines).

Section 83(b) Election:

The Grantee hereby acknowledges that the Grantee has been informed that, with respect to the grant of the Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) with the U.S. Internal Revenue Service, within 30 days of the Grant Date, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the Grant Date.  This will result in recognition of taxable income to the Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares on such date.  Absent an Election, taxable income will be measured and recognized by the Grantee at the time the Restricted Shares vest. The Grantee is hereby encouraged to seek the advice of the Grantee’s own tax consultants in connection with the Restricted Shares and the advisability of filing the Election. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO BYLINE. THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION.  For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Agreement to Protect Company Interests:

As a condition of  the grant of this Award and any payments made hereunder, prior to the Grant Date or within 30 days thereafter, the Grantee shall have entered into an Agreement to Protect Company Interests (or similar agreement) with Byline containing confidentiality, non-solicitation and other covenants as may be prescribed by the Committee.

All Other Terms:

As set forth in the Plan.