MBT FINANCIAL CORP. (NASDAQ:MBTF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Entry into a Material Definitive Agreement.
On December 20, 2018, the Board of Directors of MBT Financial Corp. (the “Company”) approved and the Company amended its Amended and Restated Change in Control Agreement with H. Douglas Chaffin, its President and Chief Executive officer and each of its severance agreements with its other named executive officers namely; Scott E. McKelvey, Thomas G. Myers, Audrey Mistor and John L. Skibski (collectively the “Executive Agreements”). The amendments to the forgoing agreements (the “Amendments”) are identical and in each instance were done in connection with the Company’s pending proposed merger with First Merchants Corporation and in accordance with the terms of the Agreement and Plan of Reorganization and Merger dated October 9, 2018, by and between the Company and First Merchants (the “Merger Agreement”).
The Amendments to the Executive Agreements completed the following changes to the Executive Agreements: (i) removed the requirement that the executive terminate employment to receive the payments and benefits provided for in the Executive Agreement in connection with a change in control; (ii) provided for a lump sum payment to the Executive in exchange for the executive’s agreement that thereafter the Company has no further obligations under the Executive Agreement; (iii) provided for the assignment by the Company, and the consent of the executive to such assignment, of all of the Company’s rights under the Executive Agreement to First Merchants, including but not limited the right to enforce the restrictive covenants of the Executive contained in the Executive Agreement; (iv) provided a requirement that the executive deliver a release of claims.
Under the Amendments the Company’s named executive officers will receive, subject to the closing of the merger with First Merchants, the following lump sum payments on or immediately prior to the closing date of the Merger in complete satisfaction of all of the Company’s obligations under the Executive Agreements.
|
Name |
Principal Position |
Payment $ |
|
H. Douglas Chaffin |
President & CEO |
1,174,485 |
|
John L. Skibski |
Executive Vice President &CFO |
465,704 |
|
Thomas G. Myers |
EVP, Chief Lending Manager |
454,122 |
|
Scott E. McKelvey |
EVP, Wayne County President |
447,562 |
|
Audrey Mistor |
EVP, Wealth Management Group Director |
423,875 |
|
Item 9.01. |
Financial Statements and Exhibits. |
The following exhibits are furnished herewith:
MBT FINANCIAL CORP Exhibit
EX-10.1 2 ex_132033.htm EXHIBIT 10.1 ex_132033.htm Exhibit 10.1 AMENDMENT TO EXECUTIVE AGREEMENT This amendment (the “Amendment”) is made this ______ day of ____________,…
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About MBT FINANCIAL CORP. (NASDAQ:MBTF)
MBT Financial Corp. is a bank holding company for Monroe Bank & Trust (the Bank). Monroe Bank & Trust provides customary retail and commercial banking and trust services to its customers, including checking and savings accounts, time deposits, safe deposit facilities, commercial loans, personal loans, real estate mortgage loans, installment loans, individual retirement accounts (IRAs), automated teller machine (ATM) and night depository facilities, treasury management services, telephone and Internet banking, personal trust, employee benefit and investment management services. The Bank offers various types of deposits, which include savings accounts, interest-bearing corporate demand deposit accounts (DDA) and negotiable order of withdrawal (NOW) accounts, money market deposits and certificates of deposits (CDs). Monroe Bank & Trust’s service areas are consists of Monroe, Wayne and Lenawee counties in Southern Michigan. The Bank operates approximately 20 branches.