mfb_8k0101ex103.htm


    Exhibit
      10.3

     

     

     

    January
      7, 2008

    


    MutualFirst
      Financial, Inc.

    110
      E.
      Charles Street

    Muncie,
      Indiana  47305

    


    


    


    Ladies
      and Gentlemen:

    


    MutualFirst
      Financial, Inc.
      (“MutualFirst”) and MFB Corp. (“MFB”) have entered into an Agreement and Plan of
      Merger dated as of January 7, 2008, (the “Merger Agreement”) pursuant to which,
      among other things, and subject to the terms and conditions set forth therein,
      (a) MFB will merge with and into a subsidiary of MutualFirst (the “Merger”); and
      (b) the shareholders of MFB will receive cash and/or common stock of MutualFirst
      as stated in the Merger Agreement.

    


    MutualFirst
      has requested, as a
      condition to its execution and delivery to MFB of the Merger Agreement, that
      each director of MFB execute and deliver to MutualFirst a voting agreement
      (this
“Voting Agreement”).

    


    The
      undersigned, being a director of
      MFB, in order to induce MutualFirst to execute and deliver to MFB the Merger
      Agreement, and intending to be legally bound, hereby irrevocably:

    


    (a)           Agrees
      to be present (in person or by proxy) at all meetings of shareholders of MFB
      called to vote for approval of the Merger Agreement so that all shares of common
      stock of MFB over which the undersigned or a member of the undersigned’s
      immediate family now has sole or shared voting power will be counted for the
      purpose of determining the presence of a quorum at such meetings and to vote,
      or
      cause to be voted, all such shares in favor of approval of the Merger Agreement
      and the transactions contemplated thereby (including any amendments or
      modifications of the terms thereof approved by the Board of Directors of MFB),
      it being understood that as to immediate family members, the undersigned will
      use his or her reasonable efforts to cause the shares to be present and voted
      in
      accordance with the provisions above;

    


    (b)           Agrees
      not to sell, transfer or otherwise dispose of any common stock of MFB (other
      than a number of shares of MFB Common Stock which does not exceed the number
      of
      shares acquired upon the exercise of stock options between December 15, 2007
      and
      the effective date of the Merger), until after the meeting of MFB shareholders
      to vote on the Merger Agreement, except for transfers to charities, charitable
      trusts, or other charitable organizations under Section 501(c)(3) of the
      Internal Revenue Code of 1986, as amended, lineal descendant or a spouse of
      the
      undersigned, or to a trust or other entity for the benefit of one or more of
      the
      foregoing persons (“Permitted Transferees”), provided that any Permitted
      Transferee to whom shares are transferred agrees in writing to be bound by
      the
      terms of this Voting Agreement; and

    


    (c)           Represents
      that the undersigned has the capacity to enter into this Voting Agreement and
      that it is a valid and binding obligation enforceable against the undersigned
      in
      accordance with its terms, subject to bankruptcy, insolvency and other laws
      affecting creditors' rights and general equitable principles.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (d)           Nothing
      herein shall impose any obligation on the undersigned to take any action or
      omit
      to take any action in his or her capacity as a member of the Board of Directors
      or as an officer of MFB or any of its subsidiaries.  This Voting
      Agreement is being entered into by the undersigned solely in his or her capacity
      as a shareholder of MFB.

    


    (e)           The
      undersigned is aware that pursuant to Section 7.15(e) of the Merger Agreement,
      MFB Financial Director Fee Agreements will be assumed by MutualFirst and those
      directors who do not remain as directors following the effective date of the
      Merger will be entitled to receive a lump sum within 60 days of that date equal
      to the benefits to which they are entitled under Section 2.4 of the MFB
      Financial Director Fee Agreements.  Assuming the Merger closes before
      September 30, 2008, the undersigned agrees to the terms of Section 7.15(e)
      of
      the Merger Agreement and the parties hereto agree that in computing any payments
      to be made to non-continuing directors under Section 2.4 of the MFB Financial
      Director Fee Agreements, notwithstanding any language to the contrary in these
      Agreements, the undersigned shall be deemed to have _____ years of service
      at
      the effective date of the Merger under his or her Director Fee Continuation
      Agreement.  Thus, the undersigned acknowledges that he will not be
      entitled to any payments under his MFB Financial Director Fee Agreement until
      he
      completes 5 years of service as a director of MFB Financial and its successor
      in
      interest, except in the event of a Change in Control (as such term is defined
      in
      the undersigned's MFB Financial Director Fee Agreement) of MFB Financial's
      successor in interest at a time when he is a director of such successor in
      interest, in which case the undersigned shall be entitled to the benefit
      described in Section 2.4 of his MFB Financial Director Fee Agreement without
      regard to years of service.

    


    The
      obligations set forth herein shall
      terminate concurrently with any termination of the Merger
      Agreement.

    


    The
      undersigned intends to be legally
      bound hereby.

    


    
      
        	  	 	
                Sincerely,

              
	  	 	 
	  	 	 
	  	 	 
	  	 	
                [Name
                  of Director]

                 

              
	  	 	 
	
                Agreed
                  and Accepted:

              	 	 
	 	 	 
	
                MUTUALFIRST
                  FINANCIAL, INC.

              	 	 
	 	 	 	 
	 	 	 	 
	
                By:

              	 	 	 
	 	 	 	 
	
                Name:

              	 	 	 
	 	 	 	 
	
                Title:

              	 	 	 


      

    

     

     

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