DIRECTORS CHANGE IN CONTROL SEVERANCE PLANChange of Control Agreement |
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IBT BANCORP, INC. / IRWIN BANK
DIRECTORS CHANGE IN CONTROL SEVERANCE PLAN
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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 Directors 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 Participants 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.  






