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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

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) Compensatory Arrangements of Certain Officers

On February13, 2017 Middlefield Banc Corp. made conditional stock
awards to three executive officers, including President and CEO
Thomas G. Caldwell (345 shares), Executive Vice President and
Chief Operating Officer James R. Heslop, II (266 shares), and
Senior Vice President/Chief Financial Officer and Treasurer
Donald L. Stacy (212 shares). The award amount is a percentage of
the award recipients salary, divided by the share price at the
close of market on February13, 2017. The closing price of the
shares on February13, 2017 was $40.55. The percentage of salary
for purposes of calculating the award to Messrs. Caldwell,
Heslop, and Stacy is 5%.

The award recipient will not become the owner of and entitled to
the shares unless a service condition is satisfied. The
conditional share awards do not confer on the recipient any
shareholder rights, including the right to vote or the right to
cash dividends, until the conditions are satisfied or waived.

The award recipient must maintain service with Middlefield Banc
Corp. and affiliates until sixty (60)days following the effective
date of the award to satisfy the service condition, but the
service condition is waived if the recipient dies or becomes
disabled before that date or if a change in control of
Middlefield Banc Corp. occurs before that date.

This summary of the agreements terms is qualified in its entirety
by reference to the copy of the form of conditional stock award
agreement attached as an exhibit.

Item9.01(d) Exhibits.

10.29 Form of Restricted Stock Award Agreement

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 up +0.35 at 40.55 with 2,240 shares trading hands.

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