ISABELLA BANK CORPORATION (OTCMKTS:ISBA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ISABELLA BANK CORPORATION (OTCMKTS:ISBA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(e)The Supplemental Executive Retirement Plan

On January 29, 2019, the registrant made an immaterial amendment to the Isabella Bank Corporation Supplemental Executive Retirement Plan (“Plan”) to change the manner in which interest is calculated on a Participant’s Plan account balance. Prior to the amendment interest was calculated based on the average rate paid on certificates of deposit with Isabella Bank as of October 31 of the current plan year. The amendment changed the interest calculation to the Federated Investor’s Institutional Money Market Management Fund yield (MMPXX) of the current plan year. The foregoing change is effective for the plan year beginning January 1, 2019.

On February 6, 2019, the registrant entered into a participation agreement under the Plan with Neil M. McDonnell, a named executive officer of the registrant (the “Participation Agreement”). Under the Participation Agreement, the registrant agreed to make ten annual credits to Mr. McDonnell’s Plan account. The ten annual credits total $250,000. Similar to previous agreements, the Participation Agreement provides that Mr. McDonnell’s early retirement age under the Plan is age 55 and that his normal retirement age under the Plan is age 65. The Participation Agreement replaces the Plan’s default form of payment upon Mr. McDonnell’s separation from service with the form of five annual installments, consistent with previous agreements. The Participation Agreement also authorizes the registrant to “clawback” excessive benefits in certain situations.

The Stock Award Incentive Plan

On February 6, 2019, the registrant adopted a restated Isabella Bank Corporation Stock Award Incentive Plan (“Incentive Plan”) to add the registrant’s chief financial officer as an eligible employee and clarify the 10% potential payout formula.

The foregoing brief descriptions of the Plan amendment, Participation Agreement, and Incentive Plan restatement are qualified in their entirety by reference to the text of the Plan amendment, a copy of which is attached as Exhibit 10.1, the text of the Participation Agreement which is attached as Exhibit 10.2, and the text of the Incentive Plan restatement, a copy of which is attached as Exhibit 10.3.

Section9 – Financial Statements and Exhibits

Item 5.02 Financial Statements and Exhibits.

ISABELLA BANK Corp Exhibit
EX-10.1 2 supplementalexecutiveretir.htm EXHIBIT 10.1 Exhibit Exhibit 10.1ISABELLA BANK CORPORATIONSUPPLEMENTAL EXECUTIVE RETIREMENT PLANThe Isabella Bank Corporation Supplemental Executive Retirement Plan is hereby amended effective January 1,…
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About ISABELLA BANK CORPORATION (OTCMKTS:ISBA)

Isabella Bank Corporation is a financial services holding company. The Company’s subsidiary, Isabella Bank, has approximately 30 banking offices located throughout Clare, Gratiot, Isabella, Mecosta, Midland, Montcalm and Saginaw counties. The Company offers a range of banking services to businesses, institutions and individuals. Its lending activities include loans for commercial and agricultural operating and real estate purposes, residential real estate loans and consumer loans. Deposit services offered include checking accounts, savings accounts, certificates of deposit, direct deposits, cash management services, mobile and Internet banking, electronic bill pay services and automated teller machines. The Company also offers full service trust and brokerage services. The Company provides group life, health, accident, disability and other insurance programs, as well as a number of other employee benefit programs.

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