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DIRECTORS CHANGE IN CONTROL SEVERANCE PLAN

Change of Control Agreement

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This Change of Control Agreement involves

IBT Bancorp, Inc | Irwin Bank

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Title: DIRECTORS CHANGE IN CONTROL SEVERANCE PLAN
Governing Law: Pennsylvania     Date: 8/1/2007
Industry: BANKRG     Sector: FINANC

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IBT BANCORP, INC. / IRWIN BANK

 

DIRECTORS CHANGE IN CONTROL SEVERANCE PLAN

 

 

 

WHEREAS, IBT Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary, Irwin Bank (the “Bank”), referred to collectively as the “Bank,” wish to provide assurances to its non-employee members of the Board of Directors (“Board”) that their continued service and contribution is valued and to offer a degree of economic security to such individuals so long as such service is deemed beneficial to the Board as indicated by their continued election and re-election to such Board from time to time; and

 

WHEREAS, the Bank believes it would be beneficial to the stockholders of the Company and the customers of the Bank and the community served by the Bank to retain members of the Board after a change of control; and

 

WHEREAS, it is deemed advisable and in the best interests of the Company and the Bank to encourage the retention of members of the Board following a change in control and to offer to its non-employee members of the Board a degree of financial security in the event that their service is terminated as a result of a Change in Control of the Company and the Bank.

 

NOW, THEREFORE, BE IT RESOLVED, that the Plan shall be implemented as of the Effective Date as follows:

 

ARTICLE I

DEFINITIONS

 

The following words and phrases as used herein shall, for the purpose of the Plan and any subsequent amendment thereof, have the following meanings unless a different meaning is plainly required by the content:

 

Bank” means Irwin Bank, or any successor thereto.

 

Board” means the Board of Directors of the Company and the Bank, as constituted from time to time, and successors thereto.

 

“Change in Control” shall mean: (i) the sale of all, or a material portion, of the assets of the Bank or its Company; (ii) the merger or recapitalization of the Bank or Company whereby the Bank or the Company is not the surviving entity; (iii) a change in control of the Bank or the Company, as otherwise defined or determined by the Pennsylvania Department of Banking (“Department”) or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) of

 


twenty-five percent (25%) or more of the outstanding voting securities of the Bank or Parent by any person, trust, entity or group. The term “person” refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein.

 

Committee” means the Board or the administrative committee as appointed by the Board pursuant to Section 6.11 herein.

 

Company” means IBT Bancorp, Inc., or any successors thereto.

 

Director” means a member of the Board of Directors of the Bank or the Company as of the Effective Date.

 

Effective Date” means July 1, 2007.

 

Participant” means a Director (other than a Director that is otherwise a full-time employee of the Bank or the Company as of the Effective Date) serving as a member of the Board on or after the Effective Date. A Director’s participation in the Plan shall continue as long as he or she continues to serve as a Director subject to the right of termination, amendment, and modification of the Plan set forth herein.

 

Plan” means the IBT Bancorp, Inc./ Irwin Bank Directors Change in Control Severance Plan as set forth herein, and as may be amended from time to time by the Board.

 

Service” means all years of service as a Director of the Bank or the Company and all predecessor (or successor) entities of the Bank. Years of service as a Director need not be continuous. Simultaneous service will not be counted twice.

 

Severance Benefit Amount” means the benefit payable under the Plan in accordance Section 2.2 herein.

 

Termination Event” means the termination of service as a Director following the date of a Change in Control of the Bank or Company or within twenty-four (24) months thereafter.

 

ARTICLE II

BENEFITS

 

2.1      Severance Benefits. Upon the occurrence of a Termination Event, the Company or the Bank shall pay to the Participant the Severance Benefit Amount, as described and in the amount set forth at Article II, Section 2.2. Payment of such Severance Benefit Amount shall be made immediately upon the Termination Event. Except as provided at Article II, Section 2.2 upon a Participant’s termination from service as a Director of the Bank or the Company prior to a Termination Event, neither

 


the Company nor the Bank shall have no financial obligations to the Participant under the Plan.

 

2.2      Severance Benefit Amount. The Severance Benefit Amount shall be calculated as follows:

 

a.       

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