Stock Only Stock Appreciation Rights
Agreement
This AGREEMENT
is entered into as of January 2, 2009 by and between MBT
Financial Corp., a Michigan corporation (“MBT”) and
(“Employee”).
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A.
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Employee is employed by MBT or a
Subsidiary in a position MBT deems to be a key position.
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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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In
exchange for the award of the SOSAR, Employee is willing to agree
to certain restrictions upon the conduct of Employee, which are set
forth in Section 7 of this SOSAR Agreement.
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E.
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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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1.
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Grant of SOSAR. MBT hereby awards a
SOSAR with respect to ___Common Shares to Employee, subject to the
terms and conditions stated herein and in the Plan. Employee 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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2.
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Exercise Price. The SOSAR shall be
exercisable by Employee 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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3.
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Exercise of SOSAR. Employee 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 respect of which the SOSAR is
being exercised. Upon exercise and satisfaction of the tax
withholding requirements, the Employee is entitled to receive
Common Shares equal in value to the excess of the Fair Market Value
of a Common Share on the exercise date over the Exercise Price
multiplied by the number of SOSARs being exercised. The Company
shall deliver to Employee such value in Common Shares rounded down
to the nearest whole share with fractional shares paid in cash
within sixty days following the exercise date.
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4.
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Share Withholding or Remittance to
Pay Withholding Tax. In lieu of a cash payment, Employee shall have
the discretion, by making an election, subject to the terms and
limitations of Article 15.1 of the Plan, to have MBT withhold
Common Shares upon exercise of the SOSAR.
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5.
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Vesting of SOSAR. The SOSAR shall
vest and be exercisable for up to a maximum number of corresponding
Common Shares on and after the dates shown below, with the
condition that Employee shall be employed by MBT Financial Corp. as
of each such date in order to earn such vesting:
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Number of SOSARs
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Date Vested
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_____________
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December 31, 2009
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_____________
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December 31, 2010
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December 31, 2011
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Notwithstanding
anything to the contrary in the Plan regarding vesting upon death,
Disability, Change in Control or retirement, all unvested SOSARs
shall immediately vest only upon and to the following
extent:
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(1)
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death,
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(2)
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Disability
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(3)
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involuntary termination of
employment without Cause following a Change in Control;
or
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(4)
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resignation within 90 days of
the occurrence of an event constituting Good Reason, which, for
purposes hereof, shall mean: (a) a material reduction in job
responsibilities, duties, and/or status within the Company, or
(b) a reduction in base salary, unless such reduction is part
of an across-the-board reduction in base salary of all officers of
the Company.
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(5)
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Retirement on or after attainment of
age sixty-two (62).
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You
will not be deemed to have resigned for Good Reason unless you
execute, within 30 days of your separation, a release of
claims in a form substantially similar to the form attached as
Exhibit A hereto (the “Release”).
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6.
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Termination of SOSAR. The right to
exercise SOSARs granted herein shall terminate on the first to
occur of: (a) January 2, 2019; (b) ninety days from
the date of the Employee’s termination of employment for any
reason other than death, Disability, retirement, or for Cause;
(c) upon termination for Cause; (d) one year from the
date of the Employee’s termination of employment due to
death, Disability, or retirement; or (e) upon violation of the
terms and conditions set forth under section 7 of this
agreement.
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7.
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Noncompetition, Nonsolicitation and
Business Protection.
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A.
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Noncompetition Agreement and
Nonsolicitation.
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1.
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In
view of Employee’s impor
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