Exhibit 10.10


 






 


FIFTH AMENDMENT


TO THE


MUTUALBANK


DIRECTOR DEFERRED
COMPENSATION MASTER AGREEMENT


DATED SEPTEMBER
1, 1993,


AS AMENDED NOVEMBER
24, 1993,


DECEMBER 18, 1996,


MAY 15, 1998,


AND OCTOBER 20,
2010


 


THIS FIFTH AMENDMENT
is adopted this 30th day of December, 2016, effective as of January 1, 2005, by and between MUTUALBANK, an Indiana commercial
bank located in Muncie, Indiana and formerly known as Mutual Federal Savings Bank (the “Bank”), and certain eligible
Directors (the “Director”).


 


The Bank and the Directors
executed the Director Deferred Compensation Master Agreement effective as of September 1, 1993, and executed a First Amendment
on November 24, 1993, a Second Amendment on December 18, 1996, a Third Amendment on May 15, 1998 and a Fourth Amendment on October
20, 2010 (the “Agreement”).


 


The undersigned hereby amend the Agreement
for the purpose of bringing the Agreement into compliance with Section 409A of the Internal Revenue Code (“Section 409A”).
The amendments adopted herein shall be referred to as the “Fifth Amendment”.


 


The Fifth Amendment shall apply only to
those benefits under the Agreement that are subject to Section 409A (i.e., amounts that are deferred in taxable years after December
31, 2004, or amounts that were deferred in taxable years prior to January 1, 2005, with respect to which the Director did not,
as of December 31, 2004, have a legally binding right to be paid or the right to the amount was not earned and vested, all as
determined in accordance with the regulations under Section 409A). With respect to benefits under this Agreement that are not
subject to Section 409A (“Non-Section 409A Benefits”), the Agreement shall be applied as if the Fifth Amendment was
never adopted.   The intent of the preceding sentence is to ensure that Non-Section 409A Benefits are not subject
to Section 409A (by virtue of a material modification or otherwise), and the Agreement shall be administered and interpreted accordingly.


 


Therefore, the following changes shall be made:


 


The following Subsection 1.6a shall be
added to the Agreement immediately following Subsection 1.6:


 


		1.6a	“Company” means MutualFirst Financial,
                                         Inc., the parent holding company of the Bank, and any successor thereto.



 


Subsection 1.16b of the Agreement is
hereby amended and restated to read in its entirety as follows:


 


		1.16b	“Specified Employee” means an individual who
                                         at the time of Termination of Service is a key employee of the Company or the Bank (or
                                         any other affiliated entities that are deemed to constitute a “service recipient”
                                         as defined in Treasury Regulation §1.409A-1(g)), if any stock of the Company or
                                         the Bank (or any other affiliated entities that are deemed to constitute a “service
                                         recipient”) is publicly traded on an established securities market or otherwise.
                                         For purposes of this Agreement, an individual is a key employee if the individual meets
                                         the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance
                                         with the regulations thereunder and disregarding Section 416(i)(5)) at any time during
                                         the 12-month period ending on December 31 (the “identification period”).
                                         If a Director is a key employee during an identification period, the Director is treated
                                         as a key employee for purposes of this Agreement during the twelve (12) month period
                                         that begins on the first day of April following the close of the identification period.



 






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Subsection 1.19 of the Agreement is hereby
amended and restated to read in its entirety as follows:


 


		1.19	“Termination of Service”
                                         means the termination of the Director’s service with the Bank (and any other affiliated
                                         entities that are deemed to constitute a “service recipient” as defined in
                                         Treasury Regulation §1.409A-1(h)(3), including the Company) for any reason other
                                         than death or Disability. Whether a Termination of Service takes place is determined
                                         in accordance
                                         with the requirements of Code Section 409A and related Treasury guidance or Regulations
                                         based on the facts and circumstances surrounding the termination of the Director’s
                                         service.



 


Subsection 4.3 of the Agreement is hereby
amended and restated to read in its entirety as follows:


 


		4.3	Removal For Cause. In the event
                                         the Director is removed for Cause at any time prior to reaching his Benefit Age, he shall
                                         be entitled to receive the balance of his Elective Contribution Account, measured as
                                         of the date of Termination of Service for Cause. Such amount shall be paid in a lump
                                         sum within thirty (30) days of the Director’s date of Termination of Service for
                                         Cause, subject to Section 4.4 of this Agreement. All other benefits provided for the
                                         Director or his Beneficiary under this Agreement shall be forfeited and the Agreement
                                         shall become null and void.



 


Subsection 11.1(1) of the Agreement is
hereby amended and restated to read in its entirety as follows:


 


		(1)	The Bank’s Board of Directors
                                         may remove the Director at any time, but any removal by the Bank’s Board of Directors
                                         other than removal for Cause shall not prejudice the Director’s vested right to
                                         compensation or other benefits under the Agreement. As provided in Section 4.3, the Director
                                         shall be paid the balance of his Elective Contribution Account in a lump sum within thirty
                                         (30) days of his Termination of Service for Cause, subject to Section 4.4 of this Agreement.
                                         He shall have no right to receive additional compensation or other benefits for any period
                                         after removal for Cause.



 


Section 12.3 of the Agreement is hereby
amended and restated to read in its entirety as follows:


 


		12.3	Plan Terminations Under Section
                                         409A. Notwithstanding anything to the contrary in Subsection 13.2, the Bank may completely
                                         terminate and liquidate this Agreement and cause all benefits payable under the Agreement
                                         to be paid in a lump sum under the following circumstances and conditions, in each case
                                         provided that all of the applicable requirements of Treasury Regulation §1.409A-3(j)(4)(ix)
                                         are satisfied:



 


		(a)	The Bank or its successor may terminate
                                         and liquidate this Agreement by taking irrevocable action to terminate and liquidate
                                         this Agreement within the thirty (30) days preceding or the twelve (12) months following
                                         a Change in Control, provided that all arrangements sponsored by the Bank or its successor
                                         (or any other affiliated entities that are deemed to constitute a “service recipient”
                                         as defined in Treasury Regulation §1.409A-1(g)) immediately after the Change in
                                         Control which are treated as deferred under a single plan under Treasury Regulation §1.409A-1(c)(2)
                                         are terminated and liquidated with respect to each participant who experienced the Change
                                         in Control so that each Director and any participants in any such similar arrangements
                                         are required to receive all amounts of compensation payable under the terminated arrangements
                                         within twelve (12) months of the date of the irrevocable action to terminate the arrangements;



 






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		(b)	The Bank may terminate and liquidate
                                         this Agreement within twelve (12) months of the Bank’s dissolution or with the
                                         approval of a bankruptcy court, provided that all benefits payable under the Agreement
                                         are included in each Director's gross income in the latest of the following years (or,
                                         if earlier, the taxable year in which the amount is actually or constructively received):
                                         (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which
                                         the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first
                                         calendar year in which the distribution is administratively practicable; or



 


		(c)	The Bank may terminate and liquidate
                                         this Agreement provided that: (i) the termination does not occur proximate to a downturn
                                         in the financial health of the Bank; (ii) all arrangements sponsored by the Bank that
                                         would be aggregated with any terminated arrangements under Treasury Regulation §1.409A-1(c)
                                         if the same service provider had deferrals of compensation under such arrangements are
                                         also terminated and liquidated; (iii) no payments, other than payments that would be
                                         payable under the terms of this Agreement if the termination had not occurred, are made
                                         within twelve (12) months of the date the Bank takes all necessary action to irrevocably
                                         terminate and liquidate this Agreement; (iv) all payments are made within twenty-four
                                         (24) months following the date the Bank takes all necessary action to irrevocably terminate
                                         and liquidate this Agreement; and (v) the Bank does adopt a new arrangement that would
                                         be aggregated with any terminated arrangement under Treasury Regulation §1.409A-1(c)
                                         if the same service provider participated in both arrangements, at any time within three
                                         (3) years following the date the Bank takes the irrevocable action to terminate and liquidate
                                         this Agreement, provided that all references in this clause (c) to the Bank shall include
                                         any affiliated entities that are deemed to constitute a “service recipient”
                                         as defined in Treasury Regulation §1.409A-1(g).



 


Subsection 13.3
of the Agreement is hereby amended and restated to read in its entirety as follows:


 


		13.3	Compliance with Code Section 409A.
                                         With respect to Section 409A Benefits only, this Agreement shall be interpreted and administered
                                         consistent with Code Section 409A. With respect to amounts payable under this Agreement
                                         that are not Section 409A Benefits (“Non-Section 409A Benefits”), Code Section
                                         409A shall not apply. Accordingly, with respect to Non-Section 409A Benefits, this Agreement
                                         shall be applied as if the changes made by the Fourth Amendment and the Fifth Amendment
                                         hereto (and any other provision adopted specifically to comply with Code Section 409A),
                                         and any other provisions that would result in a material modification of the Non-Section
                                         409A Benefits were never adopted.



 


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IN WITNESS OF THE
ABOVE, the Bank and Directors hereby consent to this Fifth Amendment.


 


	 	MUTUALBANK	 
	 	 	 
	 	By	                          	 
	 	Title	 	 


 


	 	 
	Linn Crull	 
	 	 
	 	 
	Wil Davis	 
	 	 
	 	 
	James D. Rosema	 


 






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