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Stock Only Stock Appreciation Rights
Agreement
[Director Award]
This AGREEMENT
is entered into as of January 2, 2009 by and between MBT
Financial Corp., a Michigan corporation (“MBT”) and
(“Director”).
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A.
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Director is a director of MBT or a
Subsidiary.
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B.
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MBT’s Board of Directors
adopted the MBT Financial Corp. 2008 Stock Incentive Plan (the
“Plan”) effective May 1, 2008.
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C.
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MBT
desires to award a Stock Only Stock Appreciation Right, herein
after referred to as a SOSAR.
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D.
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Capitalized terms used but not
defined herein shall have the meaning defined for them in the
Plan.
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Now, Therefore,
intending to be legally bound and in consideration of the mutual
covenants set forth herein, the parties hereto agree as
follows:
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6.
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Grant of SOSAR. MBT hereby awards a
SOSAR with respect to 4,000 Common Shares to Director, subject to
the terms and conditions stated herein and in the Plan. Director
has reviewed the Plan and agrees to be bound by the terms,
conditions and restrictions set forth therein and in this Agreement
as to exercise of the SOSAR.
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7.
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Exercise Price. The SOSAR shall be
exercisable by Director at the price of $3.03 per Common Share, the
Fair Market Value of a Common Share on the date hereof.
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8.
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Exercise of SOSAR. Director may, in
accordance with and subject to the terms of the Plan, exercise the
SOSAR by giving written notice of exercise to the Company
specifying the number of shares in r
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