Old Second Bancorp,Inc. (NASDAQ:OSBC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

As previously announced by the Company, J. Douglas Cheatham has
retired from his positions as Executive Vice President and Chief
Financial Officer of Old Second Bancorp,Inc. (the Company) and as
a director of the board of directors of the Company and Old
Second National Bank, effective March15, 2017.

Melissa Jordan has been appointed as principal financial officer
and principal accounting officer of the Company, effective
March15, 2017. The Company has commenced a search for a Chief
Financial Officer of the Company.

Melissa Jordan, age 51, has served as Vice President and
Controller of the Company since 2016. Prior to joining the
Company, Ms.Jordan held the position of Assistant Vice President,
Project Accounting Manager at First Midwest Bank since 2009.

Ms.Jordan is not related to any other director or executive
officer of the Company or the Bank by blood, marriage, or
adoption, and there are no arrangements or understandings between
Ms.Jordan and any other person to which she was selected to serve
as principal financial officer and principal accounting officer.

Since January1, 2016, there have been no transactions, and there
are no currently proposed transactions, to which the Company was
or is a participant and in which Ms.Jordan had or will have a
direct or indirect material interest that would require
disclosure to Item 404(a)of Regulation S-K under the Securities
Exchange Act of 1934.

On March15, 2017, Mr.Cheatham and the Company executed a
Retirement Agreement and Release (the Retirement Agreement)
providing that the Company will make payments to Mr.Cheatham in
the gross amount of $205,871.25, which will be paid in
substantially equal installments during the nine month period
immediately following the effective date of the Retirement
Agreement in accordance with the Companys normal payroll
processing cycles. If Mr.Cheatham elects health care continuation
under the Companys group health plans, until December31, 2017 he
will pay current-employee rates for such coverage. The Retirement
Agreement also provides that all currently outstanding un-vested
restricted stock units held by Mr.Cheatham will be vested as of
the effective date of Mr.Cheathams resignation in accordance with
the retirement provision in the relevant restricted stock unit
award agreement. Mr.Cheatham will be paid all salary, wages,
vacation, and any other benefits due and owing to him as of the
effective date of his resignation, according to the established
policies, plans, and procedures of the Company and any payment
will be made in accordance with the terms of the Companys
established policies, plans, and procedures and in compliance
with all applicable laws. The Retirement Agreement also contains
non-solicitation and confidentiality provisions applicable to
Mr.Cheatham.

The above description of the Retirement Agreement is qualified in
its entirety by reference to the full text of the agreement, a
copy of which is filed as Exhibit10.1 to this report and is
incorporated herein by reference.

Old Second Bancorp, Inc. (NASDAQ:OSBC) Recent Trading Information

Old Second Bancorp, Inc. (NASDAQ:OSBC) closed its last trading session at with 135,574 shares trading hands.