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. The Severance
Benefit Amount shall be equal to 299% of the annual average of the
total Board retainers, meeting fees, committee fees and other cash
compensation paid to a Director during the five completed calendar
years ending on or immediately prior to the Termination Event as
reported on IRS Form 1099 by the Bank and the Company.
b. Benefits
payable in accordance with the Plan are exclusive of any other
benefits that may be payable to a participant under any other plan
of the Bank.
2.3
No 280G Payments. Notwithstanding the forgoing, all sums payable hereunder shall
be reduced in such manner and to such extent so that no such
payments made hereunder when aggregated with all other payments to
be made to the Participant by the Bank or the Company shall be
deemed an “excess parachute pa
