EX-10.4







Exhibit 10.4




RESTRICTED SHARE AGREEMENT




          THIS RESTRICTED SHARE AGREEMENT (the “Agreement”), made this 2nd day of January 2009, between
MBT Financial Corp, a Michigan corporation (the “Company”), and                      (the “Participant”).



WITNESSETH:




          WHEREAS, the Company adopted the MBT Financial Corp 2008 Long-Term Stock Incentive Plan (the
“Plan”) in order to provide select key employees with additional incentives to achieve long-term
corporate objectives; and




          WHEREAS, the Participant is an Employee and eligible Participant as defined by the Plan; and




          WHEREAS, the Compensation Committee of the Company’s Board of Directors has decided that the
Participant should be granted restricted shares of the Company’s no par value common stock,
(“Common Stock”), on the terms and conditions set forth below in accordance with the terms of the
Plan.




      NOW, THEREFORE, in consideration of the past and future services provided to the Company by
the Participant and the various covenants and agreements herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:



      1. Grant of Restricted Share.



          The Company hereby grants to the Participant a total of Two Thousand Five Hundred (2,500)
shares of the Common Stock of the Company (the “Restricted Shares”), subject to the transfer
restrictions, vesting schedule and other conditions set forth in the Plan and this Agreement. The
Participant shall not be required to provide the Company with any payment (other than his or her
past and future services to the Company) in exchange for such Restricted Shares.




          As provided in Section 4, the Company shall cause the Restricted Shares to be issued and a
stock certificate or certificates representing the Restricted Shares to be registered in the name
of the Participant promptly upon execution of this Agreement. On or before the date of execution
of this Agreement, the Participant shall deliver to the Company one or more stock powers endorsed
in blank relating to the Restricted Shares.




      2. Restrictions.



          (a) The Participant shall have all rights and privileges of a stockholder of the Company with
respect to the Restricted Shares, including voting rights and the right to receive dividends paid
with respect to the Restricted Shares, except that the following restrictions shall apply until
such time or times as these restrictions lapse under Section 3 or any other provision of this
Agreement or the Plan:




 









 









     (i) the Participant shall not be entitled to delivery of the certificate or
certificates for any of the Restricted Shares until the restrictions imposed by this
Agreement have lapsed with respect to those Restricted Shares;




     (ii) the Restricted Shares may not be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the Participant before these restrictions have lapsed, except
with the consent of the Company; and




     (iii) the Restricted Shares shall be subject to forfeiture upon termination of the
Participant’s employment with the Company to the extent set forth in the Plan and as further
provided for below.




     (b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set
forth in this Agreement shall be ineffective.



      3. Vesting and Forfeiture.



          Pursuant to terms of the Plan the Committee has determined that the restrictions applicable to
the Restricted Shares shall lapse and the Restricted Shares shall vest on the earliest of the
following events, or at such earlier time as the restrictions may lapse pursuant to the terms of
the Plan.





     (a) death of the Participant;




     (b) upon the Disability of the Participant as defined in the Plan;




     (c) retirement of the Participant on or after attainment of age 62;




     (d) a Change in Control, as defined in the Plan, of the Company; or




     (e) December 31, 2011.



          In the event of the termination of employment of the Participant prior to the vesting of the
Restricted Shares as herein provided for, or as otherwise provided by the terms of the Plan, the
Participant shall forfeit any rights to such Restricted Shares and shall thereafter have no further
right or claim thereto.




      4. Issuance of Stock Certificates for Shares.



          The stock certificate or certificates representing the Restricted Shares shall be issued
promptly following the execution of this Agreement, and shall be delivered to the Corporate
Secretary or such other custodian as may be designated by the Company, to be held until the
restrictions lapse. Such stock certificate or certificates shall bear the following legend:





          “The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture) of a
Restricted Share Agreement entered into between the registered owner and MBT
Financial Corp. Copies of such Agreement are on file in the offices of the
Corporate Secretary, MBT Financial Corp, 10 Washington Street, Monroe, Michigan
48161, which will be provided, without charge, to the shareholder upon five days
written request therefore.”



 









 





          Once the restrictions imposed by this Agreement have lapsed with respect to the Restricted
Shares, a stock certificate for the Restricted Shares shall be returned and exchanged for a new
unlegended stock certificate representing the newly vested shares. The new certificate shall be
delivered to the Participant (or to the person to whom the rights of the Participant shall have
passed by will or the laws of descent and distribution) promptly after the date on which the
restrictions imposed on such shares by this Agreement have lapsed, but not before the Participant
has made arrangements satisfactory to the Company for tax withholding (as required by Section 5),
and provided that any certificate representing the portion of the newly vested shares (if any) that
the Participant applies to satisfy his or her tax withholding obligations pursuant to Section 5(b)
below shall be delivered to the Company rather than the Participant.




      The Company assumes no obligation to register the Restricted Shares under the provisions of
Securities Act of 1933 nor any state security law and may subject the Restricted Shares to such
additional restrictions on transferability as it deems necessary or advisable to comply with the
securities laws. The Company may affix the following legend to the certificate representing the
Restricted Shares, whether before or after the vesting thereof.




The securities represented by this certificate have not been registered under the Securities
Act of 1933, as amended, and may not be sold, pledged, hypothecated, donated, or otherwise
transferred, whether or not for consideration, unless the Shares have been registered under
said Act or an exemption from such registration requirement is available. If the Shares are
to be sold or transferred pursuant to an exemption from the registration requirement, the
Company may require a written opinion of counsel, satisfactory to counsel for Company, to the
effect that registration is not required and that such transfer will not violate said Act or
applicable state securities laws.



      5. Tax Reporting and Withholding.



          The Participant is an employee of either the Company, or a Subsidiary, as such terms are
defined in the Plan. The Company will make and file, or cause to made and filed by the Subsidiary
that employs the Participant, all required tax reports with respect to federal, state and local
taxes applicable to the Restricted Shares.




          Upon the earlier to occur of (i) the date the restrictions applicable to the Restricted Shares
lapse under the terms of this Agreement, or (ii) the Participant makes a valid election under
Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall
notify the Participant of the amount of tax that must be withheld by the Company under all
applicable federal, state and local tax laws. The Participant agrees to make arrangements with the
Company to (a) remit the required amount to the Company, or its Subsidiary, in cash, (b) deliver to
the Company, or its Subsidiary, shares of Common Stock currently held by the Participant (including
newly vested Restricted Shares) with a value equal to the required amount, (c) authorize the
deduction of the required amount from the Participant’s compensation, (d) authorize the deduction
from the Restricted Shares the number of shares with a value equal to the required amount or (e)
otherwise provide for payment of the required amount in a manner satisfactory to the Company, or
its Subsidiary.




          Participant will give reasonable advance notice to the Company of an intention to make an
election pursuant to Section 83(b) of the Code and will cooperate with the Company in connection
with the timing of such election. Participant shall be solely responsible for any filings,
including the timeliness thereof, of any election made by the Participant under Section 83(b) of
the Code.




 









 








      6. Grant Not to Affect Employment.



          Neither this Agreement nor the Restricted Shares granted hereunder shall confer upon the
Participant any right to continued employment with the Company, or any Subsidiary.




      7. Miscellaneous.



          (a) Unless otherwise set forth in this Agreement the Restricted Shares are subject to all of
the provisions applicable to Incentive Awards and Restricted Share Awards as set forth in the Plan.




          (b) This Agreement may be executed in one or more counterparts, all of which taken together
will constitute one and the same instrument.




          (c) The terms of this Agreement may only be amended, modified or waived by a written agreement
executed by both of the parties hereto.




          (d) The validity, performance, construction and effect of this Agreement shall be governed by
the laws of the State of Michigan, without giving effect to principles of conflicts of law.




      IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above
written.



	 	 	 	 	 
	ATTEST:

	 	 	 	MBT Financial Corp
	 
	 	 	 	 
	 

	 	 	 	 
	Bonnie S. Snyder

	 	 	 	By: H. Douglas Chaffin
	Secretary to the Board

	 	 	 	Its: President & CEO
	 
	 	 	 	 
	Employee