Middlefield Banc Corp. (NASDAQ:MBCN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM5.02(e):

At a meeting of the board of directors of The Middlefield Banking
Company held on March13, 2017, the nonemployee directors took a
number of actions affecting officer compensation, including
determining the compensation of President and Chief Executive
Officer Thomas G. Caldwell, Executive Vice President and Chief
Operating Officer James R. Heslop, II, and Senior Vice President,
Chief Financial Officer and Treasurer Donald L. Stacy. Base
salary in 2017 for Mr.Caldwell will be $291,572 (an increase of
$11,214), for Mr.Heslop $225,178 (an increase of $8,661), and for
Mr.Stacy $179,113 (an increase of $6,889). None of these officers
is a party to an employment agreement.

At the same meeting of the board of directors, the nonemployee
directors ratified and adopted the recommendation of the
Compensation Committee that the Companys Annual Incentive Plan be
continued for 2017. Included in the action was the establishment
of award levels under the Banks Annual Incentive Plan for
executive officers, including Chief Executive Officer Thomas G.
Caldwell, Chief Operating Officer James R. Heslop, II, and Chief
Financial Officer Donald L. Stacy.

The Annual Incentive Plan is a short-term cash incentive plan
that rewards bank employees with additional cash compensation if
specified objectives are achieved. For achievement of the 2017
plan performance goals, distributions under the plan would be
made in cash to the executives in the first quarter of 2018. For
2017 the bank-wide performance measures have to do with net
income, classified loans (that is, reduction of classified loans
as a percentage of the sum of Tier 1 capital and the allowance
for loan and lease losses), growth in total loans, and a fourth
goal having to do with the banks regulatory status. For this
purpose the banks regulatory status means the banks exposure to
serious regulatory criticism of banking practices or
vulnerability to other adverse regulatory conditions, such as
formal or informal enforcement actions or inability to obtain
approval of regulatory applications. Regulatory status is a
subjective judgement made by the compensation committee. The
Annual Incentive Plan may be terminated by the board of directors
at any time.

The precise 2017 performance goals, which are considered
confidential, have not yet been established for certain executive
officers, including Messrs. Caldwell, Heslop, and Stacy.

About Middlefield Banc Corp. (NASDAQ:MBCN)

Middlefield Banc Corp. is a bank holding company. The Company’s subsidiaries include The Middlefield Banking Company (MBC) and EMORECO Inc. MBC is engaged in the general commercial banking business in northeastern and central Ohio. MBC offers customers a range of banking services, including checking, savings, money market accounts, time certificates of deposit, commercial loans, real estate loans, various consumer loans, safe deposit facilities and travelers’ checks. MBC offers online banking and bill payment services to individuals, and online cash management services to business customers through its Website at www.middlefieldbank.com. EMORECO engages in the resolution and disposition of troubled assets in central Ohio. MBC’s loan products include operational and working capital loans, loans to finance capital purchases, term business loans, residential construction loans, selected guaranteed or subsidized loan programs for small businesses, and consumer installment loans.

Middlefield Banc Corp. (NASDAQ:MBCN) Recent Trading Information

Middlefield Banc Corp. (NASDAQ:MBCN) closed its last trading session 00.00 at 41.80 with 883 shares trading hands.