EX-10.3







Exhibit 10.3




MBT FINANCIAL CORPORATION

RESTRICTED SHARE UNIT AGREEMENT

[non-competition provisions]




Restricted Share Unit Agreement (the “Agreement”) made as of the 2nd day of January,
2009 (the “Grant Date”), between MBT Financial Corporation, a Michigan corporation (“MBT”), and
                     (the “Participant”).



RECITALS





	A.	 	Participant is employed by MBT or a Subsidiary in a position MBT deems to be a key position.
	 
	B.	 	MBT’s Board of Directors adopted the MBT Financial Corp. 2008 Stock Incentive Plan (the
“Plan”).
	 
	C.	 	MBT desires to award Restricted Share Units (“RSUs”) to Participant under the Plan subject to
the terms and conditions of the Plan and this Agreement as set forth below.
	 
	D.	 	Capitalized terms used but not defined herein shall have the meaning defined for them in the
Plan.





AGREEMENT





Now, therefore, intending to be legally bound and in consideration of the mutual covenants set
forth herein, the parties hereto agree as follows:




	 	1.	 	Grant of Restricted Share Units: MBT hereby grants to the Participant as of the date
hereof (the “Grant Date”) an aggregate of ___ RSUs. Each RSU shall be equivalent to one
Common Share of MBT. The grant is in all respects limited and conditioned as hereinafter
provided, and is subject to the terms and conditions of the Plan now in effect as they may
be amended from time to.
	 
	 	2.	 	Performance Period: The Performance Period for the RSUs awarded herein shall be the one
year period beginning January 1, 2009 and ending December 31, 2009.
	 
	 	3.	 	Vesting Period: The Vesting Period for RSUs awarded herein shall begin on January 1,
2010, and shall end on the earlier of the Participant’s death, Participant’s Disability as
defined under the Plan, Change in Control as defined under the Plan, or the Participant’s
continued employment with MBT through December 31, 2011.
	 
	 	4.	 	Performance Schedule and Vesting of RSUs: The percentage of the RSU grant earned will be
interpolated from the Performance Schedule Table below. “EPS” shall be equal to fully
diluted earnings per share computed under Generally Accepted Accounting Principles (GAAP),
provided however, the Compensation Committee of the Board of Directors may make adjustments
to EPS to eliminate the effect of any item, positive or negative, that adversely affects the
intended pay for performance nature of this RSU. A Participant’s earned RSU shall become
vested on the last day of the Vesting Period. No RSUs will be awarded if EPS during the
Performance Period is less than $.05 after adjustments, if any, made by the Compensation
Committee. All RSUs awarded in this grant shall fully vest upon a Change in Control of MBT
that occurs during the Performance Period without regard to the Performance Schedule Table.




 









 











	 	 	 
	Performance Schedule Table
	 	 	Earned Percent of
	Fully Diluted EPS for	 	RSU Grant
	the Performance Period	 	Awarded
	$.15
	 	100%
	$.10
	 	75%
	$.05
	 	50%







	 	5.	 	Dividend Equivalents: If any dividends are paid with respect to Commons Shares of MBT
during the Performance Period, MBT will accrue dividend equivalents on the RSUs granted
under this agreement and credit each Participant’s account in the form of additional RSUs.
The amount of additional RSUs will be calculated based on the accumulated dividend payments
made on MBT Common shares during the calendar year and the Fair Market Value of MBT Common
Shares as of the last day of the Performance. Dividend equivalents accrued in the form of
additional RSUs shall be earned and shall vest in accordance with the terms set forth under
section 4.
	 
	 	6.	 	Payment of Earned and vested RSUs: Earned and Vested RSUs rounded up to the nearest
whole unit shall be converted to Common Shares as of the last day of the Vesting Period.
Stock certificates (the “Certificate”) evidencing the conversion of RSUs into Common Shares
shall be issued as of the last day of the Vesting Period and registered in the Participant’s
name. Subject to Section 7 of this Agreement, Certificates representing the unrestricted
shares of MBT Common Shares will be delivered to the Participant as soon as practicable
after the last day of the Vesting Period. Earned RSUs which do not vest as will be
forfeited.
	 
	 	7.	 	Tax Withholding Obligations. As a condition of delivery of Common Shares pursuant to
Section 6 of this Agreement, Participant shall be required to deposit with MBT an amount of
cash equal to the amount determined by MBT to satisfy any federal, state and local tax
withholding requirements. In lieu of a cash payment, Participant shall have the
discretion, by making the election provided in Section 15 of the Plan, and subject to the
terms and limitations of Section 15 of the Plan, to have MBT withhold Common Shares upon
settlement of the RSU award, or to deliver previously owned Common Shares upon the
settlement of the RSU award, to pay a required tax withholding amount.
	 
	 	8.	 	Termination and Forfeiture of RSUs: The Participant’s right to receive earned but
unvested RSUs shall terminate in whole and forfeit upon termination of employment with MBT
or its subsidiaries for any reason, except in the event of Participant’s death or
Disability, prior to the end of the Vesting Period. If the Participant’s employment with
MBT is terminated during the Performance Period due to death or Disability, the
Participant’s unearned RSUs will remain subject to the Performance Schedule during the
Performance Period provided in this Agreement and the number of RSUs earned at the end of
the Performance Period will be reduced proportionate to the number of months rounded to the
nearest whole month the Participant was actively employed during the Performance Period.
In the event of the death or Disability of the Participant prior to the end of the Vesting
Period any RSUs




 









 






	 	 	 	earned by the Participant will vest at the later of the end of the Performance Period or the
Participant’s death or Disability.
	 
	 	9.	 	Noncompetition, Nonsolicitation and Business Protection.






	 	A.	 	Noncompetition Agreement and Nonsolicitation.






	 	1.	 	In view of Participant’s importance to the success of MBT, Participant
and MBT agree that MBT would likely suffer significant harm from Participant’s
competing with MBT or a Subsidiary during Participant’s term of employment with MBT
or a Subsidiary and for some period of time thereafter. Accordingly, Participant
agrees that Participant shall not engage in competitive activities while employed by
MBT or a Subsidiary and during the Restricted Period. Participant shall be deemed
to engage in competitive activities if he shall, without the prior written consent
of MBT, render services directly or indirectly, as an Participant, officer,
director, consultant, advisor, partner or otherwise, for any organization or
enterprise which competes directly or indirectly with the business of MBT or any
Subsidiary in providing financial products or services (including, without
limitation, banking, insurance, or securities products or services) to consumers and
businesses, or directly or indirectly acquires any financial or beneficial interest
in (except as provided in the next sentence) any organization which conducts or is
otherwise engaged in a business or enterprise which competes directly or indirectly
with the business of MBT or any Subsidiary in providing financial products or
services (including, without limitation, banking, insurance or securities products
or services) to consumers and businesses. Notwithstanding the preceding sentence,
Participant shall not be prohibited from owning less than 1 percent of any publicly
traded corporation, whether or not such corporation is in competition with MBT or a
Subsidiary. During the Participant’s employment by MBT or a Subsidiary, the
covenants contained in this Section 9.A.1. shall apply without regard to geographic
location. Following the termination of Participant’s employment and during the
Restricted Period, the covenants contained in this Section 9.A.1. shall be limited
to those counties in which MBT or a Subsidiary has branch banking or other offices,
and all contiguous counties to any such county.
	 
	 	2.	 	While employed by MBT or a Subsidiary and during the Restricted Period,
Participant agrees that Participant shall not, in any manner, directly or
indirectly, (i) solicit by mail, by telephone, by personal meeting, or by any other
means, either directly or indirectly, any customer or prospective customer of MBT
or a Subsidiary to whom Participant provided services, or for whom Participant
transacted business, or whose identity becomes known to Participant in connection
with Participant’s services to MBT or a Subsidiary (including employment with or
services to any predecessor or successor entities), to transact business with a
person or an entity other than MBT or a Subsidiary or to refuse or refrain from
doing any business with MBT or a Subsidiary or (ii) interfere with or damage (or
attempt to interfere with or damage) any relationship between MBT or a Subsidiary
and any such customer or prospective customer. The term “solicit” as used in this
Agreement means any communication of any kind whatsoever, inviting, encouraging or
requesting any person to take or refrain from taking any action with respect to the
business of MBT or a Subsidiary.




 









 






	 	3.	 	While employed by MBT or a Subsidiary and during the Restricted Period,
Participant agrees that Participant shall not, in any manner, directly or
indirectly, solicit any person who is an employee of MBT or any Subsidiary to apply
for or accept employment or a business opportunity with any other person or entity.
	 
	 	4.	 	The parties agree that nothing herein shall be construed to limit or
negate the common law of torts or trade secrets where it provides broader
protection than that provided herein.
	 
	 	5.	 	For purposes of this Section 9 the term “Restricted Period” shall be
the period of one year following termination for any reason of Participant’s
employment with MBT or a Subsidiary.






	 	B.	 	Confidential Information.
	 
	 	 	 	Participant has obtained and may obtain confidential information concerning the
businesses, operations, financial affairs, organizational and personnel matters,
policies, procedures and other non-public matters of MBT and its Subsidiaries, that is
not generally disclosed to persons not employed by MBT or its Subsidiaries. Such
information (referred to herein as the “Confidential Information”) may have been or may
be provided in written form or orally. Participant shall not disclose to any other
person the Confidential Information at any time during his employment with MBT or a
Subsidiary or after the termination of his employment, provided that Participant may
disclose such Confidential Information only to a person who is then a director, officer,
employee, partner, attorney or agent of MBT or a Subsidiary who, in Participant’s
reasonable good faith judgment, has a need to know the Confidential Information.






	 	C.	 	Effect of Breach; MBT’s Remedies






	 	1.	 	The right to receive payment of Common Shares pursuant to this RSU shall
terminate upon Participant’s breach of any of Participant’s obligations set forth in
this Section 9.
	 
	 	2.	 	Participant acknowledges that this award constitutes valuable
consideration to Participant and that a violation on Participant’s part of this
Section 9 would cause immeasurable and irreparable damage to MBT. Accordingly,
Participant agrees that MBT shall be entitled to injunctive relief in any court of
competent jurisdiction for any actual or threatened violation of any of the
provisions of this Section 9, in addition to any other remedies it may have.
	 
	 	3.	 	In addition to MBT’s right to seek injunctive relief as set forth in
subsection 2 above of this Section 9.C., in the event that Participant shall violate
the terms and conditions of this Section 9, MBT may: (i) make a general claim for
damages and (ii) terminate any payments or benefits payable by MBT, if applicable,
to Participant.
	 
	 	4.	 	The Board shall be responsible for determining whether Participant shall
have violated this Section 9, and in the absence of Participant’s ability to show
that the Board has acted in bad faith and without fair dealing; such decision will
be final and binding. Upon the request of Participant, MBT shall provide an advance
opinion as




 









 






	 	 	 	to whether a proposed activity would violate the provisions of Section 8 of this RSU
Agreement.






	10.	 	Restriction on Transferability. Until the earned RSUs are vested as provided above,
they may not be sold, transferred, pledged, assigned, or otherwise alienated at any time.
Any attempt to do so contrary to the provisions hereof shall be null and void.






	11.	 	Rights as Shareholder. The Participant shall not have voting or any other rights as a
shareholder of MBT with respect to the RSUs. Upon settlement of the RSUs into Common
Shares, the Participant will obtain full voting and other rights as a shareholder of MBT.






	12.	 	Administration. The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation, and application
of the Plan as are consistent therewith and to interpret or revoke any such rules. All
actions taken and all interpretations and determinations made by the Committee shall be
final and binding upon the Participant, MBT, and all other interested persons. No member of
the Committee shall be personally liable for any action, determination, or interpretation
made in good faith with respect to the Plan or this Agreement.






	13.	 	Effect on Other Employee Benefit Plans. The value of the RSUs granted pursuant to this
Agreement shall not be included as compensation, earnings, salaries, or other similar terms
used when calculating the Participant’s benefits under any employee benefit plan sponsored
by the MBT or any subsidiary except as such plan otherwise expressly provides.






	14.	 	No Employment Rights. The award of RSUs pursuant to this Agreement shall not give the
Participant any right to remain employed by MBT or a subsidiary.






	15.	 	Severability. Any Section of this Agreement (or part of such a Section) so declared to
be unlawful or invalid shall, if possible, be construed in a manner which will give effect
to the terms of such Section or part of a Section to the fullest extent possible while
remaining lawful and valid.






	16.	 	Construction. The RSUs are being issued pursuant to Section 8 (Restricted Share and
Restricted Share Unit Awards) of the Plan and are subject to the terms of the Plan. A copy
of the Plan has been given to the Participant, and additional copies of the Plan are
available upon request during normal business hours at the principal executive offices of
MBT. To the extent that any provision of this Agreement violates or is inconsistent with an
express provision of the Plan, the Plan provision shall govern and any inconsistent
provision in this Agreement shall be of no force or effect.





17. Miscellaneous.




	 	(a)	 	This Agreement constitutes the entire agreement among the parties with respect
to the subject matter hereof and supersedes all prior agreements and understandings,
whether written or oral. This Agreement may only be amended in writing signed by the
parties hereto.
	 
	 	(b)	 	The Board may terminate, amend, or modify the Plan; provided, however, that no
such termination, amendment, or modification of the Plan may in any way adversely
affect




 









 






	 	 	 	the Participant’s rights under this Agreement, without the Participant’s written
approval.
	 
	 	(b)	 	This Agreement shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities exchanges as
may be required. If all or any part of this Agreement or the Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not declared
to be unlawful or invalid.
	 
	 	(c)	 	All obligations of MBT under the Plan and this Agreement, with respect to the
RSUs, shall be binding on any successor to MBT, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of MBT.
	 
	 	(d)	 	To the extent not preempted by federal law, this Agreement shall be governed
by, and construed in accordance with, the laws of the State of Michigan.





IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective as of the day
and year first above written.



	 	 	 	 	 	 	 
	MBT FINANCIAL CORP.	 	 	 	PARTICIPANT
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	H. Douglas Chaffin	 	 	 	 
	 

	 	President & CEO