ex105202010k






   MIDWESTONE FINANCIAL GROUP, INC.  2017 EQUITY INCENTIVE PLAN  PERFORMANCE-BASED   RESTRICTED STOCK UNIT AWARD AGREEMENT    The Participant specified below is hereby granted a performance-based restricted stock unit award  (the “Award”) by MIDWESTONE FINANCIAL GROUP, INC., an Iowa corporation (the “Company”), under  the MIDWESTONE FINANCIAL GROUP, INC. 2017 EQUITY INCENTIVE PLAN (the “Plan”). The Award  shall be subject to the terms of the Plan and the terms set forth in this Performance-Based Restricted Stock  Unit Award Agreement (“Award Agreement”).  Section 1. Award. The Company hereby grants to the Participant the Award of restricted  stock units (each such unit, an “RSU”), where each RSU represents the right of the Participant to receive  one Share in the future upon the conclusion of the Performance Period, subject to the terms of this Award  Agreement and the Plan.  Section 2. Terms of Restricted Stock Unit Award. The following words and phrases  relating to the Award shall have the following meanings:  (a) The “Participant” is __________________________  (b) The “Grant Date” is __________________________  (c) The amount of the Award is ____________________. Based on a per Share  closing price of ______________ on the Grant Date, the target number of “RSUs” is _________________.  (d) The “Performance Period” is the three (3) calendar year period beginning on  January 1 of the calendar year including the Grant Date and ending on December 31 of the second calendar  year following the calendar year including the Grant Date.  Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or  phrase in this Award Agreement shall have the meaning ascribed to it in the Plan.  Section 3. Performance Measurement.  (a) The RSUs are subject to forfeiture until they vest. The Committee shall establish  one or more performance goals for the Performance Period, which may consist of business criteria or other  metrics at the discretion of the Committee (the “Performance Goals”). The Performance Goals are set  forth on Exhibit A hereto. Except as otherwise provided herein, the RSUs will vest and become  nonforfeitable on the third (3rd) anniversary of the Grant Date (the “Vesting Date”), subject to the  achievement of the minimum threshold Performance Goals for payout and the Participant’s continuous  service with the Company through the Vesting Date. Upon the conclusion of the Performance Period, the  Committee shall have the sole discretion to determine the level of achievement of the Performance Goals  and, in accordance with Exhibit A, the number of RSUs, if any, that vest and shall be settled pursuant to  Section 4 below. For purposes of this Agreement, to the extent that an established Performance Goal is  reported in the Company’s Form 10-Ks and Form 10-Qs, attainment of any such Performance Goal will be  based on the Company’s reporting with respect to such Performance Goal in the Company’s Form 10-Ks  and Form 10-Qs as filed with the Securities and Exchange Commission with such adjustments as are  recommended by management and approved by the Committee for items that are infrequent in occurrence  





 






  2  and/or unusual in nature and consistent with similar adjustments made for purposes of annual bonus  compensation.  (b) Notwithstanding any provision of this Award Agreement to the contrary, if the  Participant incurs a Termination of Service due to the Participant’s Disability or the Participant’s death, the  RSUs shall become fully vested immediately upon such Termination of Service at the target level of  performance.   (c) Upon a Change in Control, the Award shall be treated in accordance with  Section 4.1 of the Plan.  (d) Notwithstanding any provision of this Award Agreement to the contrary, if the  Participant’s Termination of Service is due to retirement, the RSUs shall not be forfeited as a result of such  retirement and shall remain eligible to vest upon the conclusion of the Performance Period as provided in  Section 3(a), provided that the Participant does not work for or provide services to any entity considered  to be a competitor of the Company during any remaining portion of the Performance Period. The number  of RSUs that shall remain eligible to vest upon the conclusion of the Performance Period shall be  determined by multiplying the number of RSUs that would have vested but for the retirement by a fraction  the numerator of which is the number of days the Participant was employed during the Performance Period  and the denominator of which is the total number of days in the Performance Period. For purposes of this  Award Agreement, the Committee in its sole discretion shall determine (1) whether the Participant’s  Termination of Service is due to “retirement,” and (2) whether the Participant is working for or providing  services to a competitor of the Company.  (e) Except as set forth in Section 3(b), Section 3(c) or Section 3(d) above, if the  Participant’s Termination of Service occurs prior to the conclusion of the Performance Period, the  Participant shall forfeit all right, title and interest in and to the RSUs as of such Termination of Service.  Section 4. Settlement of RSUs. Delivery of Shares or other amounts under this Award  Agreement and the Plan shall be subject to the following:  (a) Delivery of Shares. The Company shall deliver to the Participant one Share free  and clear of any restrictions in settlement of each of the vested and unrestricted RSUs, as determined in  accordance with Section 3 above, within 30 days following the Vesting Date (or the date on which the  Award otherwise vests under Section 3(b), Section 3(c) or Section 3(d) above).  (b) No Fractional Shares. Notwithstanding Section 4(a) above, the Company shall  not issue a fractional Share in settlement of any RSUs. Instead, the Company shall deliver cash for the  current Fair Market Value of the fractional Share. The current Fair Market Value of a fractional Share shall  be determined to the nearest 1/1000th of a Share in an administratively practicable manner following the  Vesting Date of the Award (or the date on which the Award otherwise vests under Section 3(b), Section  3(c) or Section 3(d) above) and shall be rounded to the nearest whole cent.  (c) Compliance with Applicable Laws. Notwithstanding any other term of this Award  Agreement or the Plan, the Company shall have no obligation to deliver any Shares or make any other  distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution  complies with all applicable laws and the applicable rules of any securities exchange or similar entity.  (d) Certificates Not Required. To the extent that this Award Agreement and the Plan  provide for the issuance of Shares, such issuance may be effected on a non-certificated basis, to the extent  not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.  





 






  3  Section 5. Withholding. All deliveries of Shares pursuant to the Award shall be subject to  withholding of all applicable taxes. The Company shall have the right to require the Participant (or if  applicable, permitted assigns, heirs and Designated Beneficiaries) to remit to the Company an amount  sufficient to satisfy any tax requirements prior to the delivery date of any Shares in connection with the  Award. Except as otherwise provided by the Committee, such withholding obligations may be satisfied  (a) through cash payment by the Participant, (b) through the surrender of Shares that the Participant already  owns or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan;  provided, however, that except as otherwise specifically provided by the Committee, such Shares under  clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each  applicable tax jurisdiction, or such lesser amount as may be established from time to time by the Company  in its sole discretion.  Section 6. Non-Transferability of Award. The Award, or any portion thereof, is not  transferable except as designated by the Participant by will or by the laws of descent and distribution or  pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the  Award shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of by the Participant  in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment or  similar process. Any attempt at assignment, transfer, pledge, hypothecation or other disposition of the  Award contrary to the provisions hereof, or the levy of any attachment or similar process upon the Award,  shall be null and void and without effect.  Section 7. Dividend Equivalents. The Participant shall be entitled to receive any cash  dividends and property distributions paid with respect to the Shares underlying the RSUs (other than  dividends or distributions of securities of the Company which may be issued with respect to Shares by  virtue of any corporate transaction, to the extent adjustment is made pursuant to Section 3.4 of the Plan)  that become payable during the Restricted Period (“Dividend Equivalents”); provided, however, that no  Dividend Equivalents shall be payable to or for the benefit of the Participant with respect to record dates  for such dividends or distributions occurring prior to the Grant Date, or with respect to record dates for such  dividends or distributions occurring on or after the date, if any, on which the Participant has forfeited the  RSUs. Dividend Equivalents shall be subject to the same vesting and forfeiture restrictions as the RSUs to  which they are attributable and shall be paid on the same date that the RSUs to which they are attributable  are settled in accordance with Section 4 above. Dividend Equivalents shall be distributed in cash or, at the  discretion of the Committee, in Shares having a Fair Market Value equal to the amount of the Dividend  Equivalents.  Section 8. No Rights as Shareholder. The Participant shall not have any rights of a  Shareholder with respect to the RSUs, including but not limited to, voting rights, prior to the settlement of  the RSUs pursuant to Section 4(a) above.  Section 9. Heirs and Successors. This Award Agreement shall be binding upon, and inure  to the benefit of, the Company and its successors and assigns, and upon any person acquiring all or  substantially all of the Company’s assets or business. If any rights of the Participant or benefits distributable  to the Participant under this Award Agreement have not been settled or distributed at the time of the  Participant’s death, such rights shall be settled for and such benefits shall be distributed to the Designated  Beneficiary in accordance with the provisions of this Award Agreement and the Plan. The “Designated  Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with  the Committee in such form as the Committee may require. The Participant’s designation of beneficiary  may be amended or revoked from time to time by the Participant in accordance with any procedures  established by the Committee. If a Participant fails to designate a beneficiary, or if the Designated  Beneficiary does not survive the Participant, any benefits that would have been provided to the Participant  shall be provided to the legal representative of the estate of the Participant. If a Participant designates a  





 






  4  beneficiary and the Designated Beneficiary survives the Participant but dies before the provision of the  Designated Beneficiary’s benefits under this Award Agreement, then any benefits that would have been  provided to the Designated Beneficiary shall be provided to the legal representative of the estate of the  Designated Beneficiary.  Section 10. Administration. The authority to manage and control the operation and  administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee  shall have all powers with respect to this Award Agreement as it has with respect to the Plan. Any  interpretation of this Award Agreement or the Plan by the Committee and any decision made by the  Committee with respect to this Award Agreement or the Plan shall be final and binding on all persons.  Section 11. Plan Governs. Notwithstanding any provision of this Award Agreement to the  contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained  by the Participant from the office of the Corporate Secretary of the Company. This Award Agreement shall  be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from  time to time. Notwithstanding any provision of this Award Agreement to the contrary, in the event of any  discrepancy between the corporate records of the Company and this Award Agreement, the corporate  records of the Company shall control.  Section 12. Not an Employment Contract. Neither the Award nor this Award Agreement  shall confer on the Participant any rights with respect to continuance of employment or other service with  the Company or a Subsidiary, nor shall they interfere in any way with any right the Company or a Subsidiary  may otherwise have to terminate or modify the terms of the Participant’s employment or other service at  any time.  Section 13. Amendment. Without limitation of Section 16 and Section 17 below, this Award  Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended  in writing by the Participant and the Company without the consent of any other person.  Section 14. Governing Law. This Award Agreement, the Plan and all actions taken in  connection herewith and therewith shall be governed by and construed in accordance with the laws of the  State of Iowa, without reference to principles of conflict of laws, except as superseded by applicable federal  law.  Section 15. Validity. If any provision of this Award Agreement is determined to be illegal or  invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award  Agreement shall be construed and enforced as if such illegal or invalid provision had never been included  herein.  Section 16. Section 409A Amendment. The Award is intended to be exempt from Code  Section 409A and this Award Agreement shall be administered and interpreted in accordance with such  intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend  this Award Agreement without the consent of the Participant in order to maintain an exclusion from the  application of, or to maintain compliance with, Code Section 409A; and the Participant hereby  acknowledges and consents to such rights of the Committee.  Section 17. Clawback. As set forth in this Section 17, the Award and any Shares or other  payment issued in settlement of the Award, or any portion thereof as may be determined in the sole  discretion of the Committee, are subject to cancellation, rescission, payback, recoupment or other similar  action (“Clawback”) upon the occurrence of any Clawback Event. Any Clawback under this Section 17  shall be increased by the Company’s costs incurred, including reasonable attorneys’ fees, in pursuing or  





 






  5  securing such cancellation, rescission, payback, recoupment or other similar action. For purposes of this  Award Agreement, a “Clawback Event” includes the occurrence of any of the following:  (a) If the Company is required to prepare an accounting restatement of its financial  statements due to the Company’s material noncompliance with any financial reporting requirement under  the securities law, then the Company shall be entitled to Clawback from the Participant any Award granted,  or Shares or other payment issued in settlement of the Award, during the three (3) completed fiscal years  immediately preceding the date on which the Company is required to prepare such accounting restatement.  (b) If the Company is required to prepare an accounting restatement of its financial  statements due to the Company’s material noncompliance with any financial reporting requirement under  the securities law as a result of misconduct by the Participant, then the Company shall be entitled to  Clawback from the Participant any Award granted, or Shares or other payment issued in settlement of the  Award, during the three (3) completed fiscal years immediately preceding the date on which the Company  is required to prepare such accounting restatement, and the Participant will be required to repay any profits  received by the Participant from the sale of any Company securities during the 12 months after the  inaccurate or erroneous financial information was initially reported.  (c) If the Participant’s employment with the Company or any Subsidiary thereof is  subject to a termination for Cause, and the event or events giving rise to such termination for Cause are  determined by the Committee in its reasonable discretion to be materially injurious to the reputation of the  Company or any Subsidiary, then the Company shall be entitled to Clawback from the Participant any  Award granted, or Shares or other payment issued in settlement of the Award, during the three (3)  completed fiscal years immediately preceding the date on which the Participant is notified in writing by the  Company (or any of its Subsidiaries) that the Participant’s employment will be terminated for Cause.  (d) For the avoidance of doubt, the Participant acknowledges and agrees that each of  the Clawbacks and Clawback Events described in paragraphs (a) through (c) above may be applied  independently or collectively, as determined in the Committee’s sole discretion, to the same, or similar,  facts, circumstances, and events giving rise to such Clawback. Further, notwithstanding anything to the  contrary in this Section 17, if a statutorily mandated Clawback would require or permit a more extensive  recapture by the Company, then such statutorily mandated Clawback shall apply.  Section 18. Electronic Delivery and Acceptance. The Company may, in its sole discretion,  elect to deliver this Award Agreement and any documents related to participation in the Plan, or to request  the Participant to acknowledge participation in the Plan or otherwise execute documents required by the  Company in connection with the Plan, by electronic means, and may elect to require the Participant to  acknowledge acceptance of the Award (including the terms set forth in this Award Agreement and the Plan)  by means of an electronic signature or other assent mechanism delivered via an electronic system. The  Participant acknowledges and agrees that the granting of this Award, and the Participant’s right, if any, to  receipt of a benefit or payment pursuant to this Award, is conditioned upon Participant’s acknowledgement  and acceptance of the terms and conditions set forth in this Award Agreement and the Plan.  * * * * *  





 






   IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed in its  name and on its behalf, and the Participant acknowledges understanding and acceptance of, and agrees to,  the terms of the Plan and this Award Agreement, all as of the Grant Date. As described in Section 18 above,  all acknowledgements and consents hereunder may be required, at the Company’s election, to be delivered  via an electronic system.   MIDWESTONE FINANCIAL GROUP, INC.   By:     Print Name:    Title:    PARTICIPANT                                                                  Print Name: ____________________________________________  





 






  7  Exhibit A  Performance-Based Restricted Stock Unit  Performance Goals  Performance Goal: 3-Year Cumulative Diluted Earnings Per Share (“EPS”)  Weighting of Performance Goal: 50%  Performance  Level/Goal  3-Year Cumulative  Diluted EPS Payout (% of Target RSUs)  Threshold    Target    Maximum        Performance Goal: 3-Year Return on Average Tangible Equity (“ROATE”)  Weighting of Performance Goal: 50%  Performance  Level/Goal 3-Year ROATE Payout (% of Target RSUs)  Threshold    Target    Maximum      *Achievement of each performance goal to be determined by straight-line interpolation for actual  performance falling between threshold and target or target and maximum levels. If achievement with  respect to a particular performance goal does not reach threshold level, then no portion of the award will  vest with respect to such performance goal.