presidentandcooemplagrmt






                                                                                                        MIDWESTONE FINANCIAL GROUP, INC.                               EMPLOYMENT AGREEMENT         This Employment Agreement (“Agreement”) is made and entered into as of July 6, 2020 (the  “Effective  Date”),  by  and  between MidWestOne Financial  Group,  Inc. (the  “Company”)  and  Len D. Devaisher (“Executive,” and together with the Company, the “Parties”).                                      RECITALS         A.    The Company desires to employ Executive pursuant to the terms of this Agreement.         B.    The  Executive  desires  to  be  employed  by  the  Company  pursuant  to  the  terms  of  this  Agreement.         C.    The  Parties  have  made commitments  to  each  other  on  a  variety  of  important  issues  concerning Executive’s employment, including the performance that will be expected of Executive, the  compensation  Executive  will  be  paid,  how  long  and  under  what  circumstances  Executive  will remain  employed and the financial details  relating to any  decision that either the  Company  or Executive may  make to terminate this Agreement.                                    AGREEMENTS         In consideration of the foregoing and the mutual promises and covenants of the Parties set forth in  this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant and agree as  follows:         1.    Employment  Period. The  Company  shall  continue  to  employ  Executive  during  the  Employment Period and Executive shall continue to remain in the employ of the Company and to provide  services  during  the  Employment  Period  in  accordance  with  the  terms  of  this  Agreement.  The  “Employment Period” shall be the period beginning on July 27, 2020 (the “Start Date”) and ending on  December 31, 2022,  unless  sooner  terminated  as  provided  herein.  The  Employment  Period  shall  automatically be extended for one (1) additional year beginning on January 1, 2022 and on each January 1  thereafter unless either Party notifies the other Party, by written notice delivered no later than ninety (90)  days prior to such January 1, that the Employment Period shall not be extended for an additional year.  Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs during  the Employment Period, this Agreement shall remain in effect for the two (2)-year period following the  Change in Control and shall then terminate.         2.    Duties. During the Employment Period, Executive shall devote Executive’s full business  time,  energies  and  talents  to  serving  as  the President  & Chief  Operating  Officer  of  the  Company and  MidWestOne Bank, at the direction of the Company’s Chief Executive Officer (the “CEO”). Executive  shall have such duties and responsibilities as may be assigned to Executive from time to time by the CEO,  which  duties  and  responsibilities  shall  be  commensurate  with  Executive’s  position,  shall  perform  all  duties assigned to Executive faithfully and efficiently, subject to the direction of the CEO and shall have  such authorities  and  powers  as are inherent to the  undertakings  applicable  to Executive’s  position and  necessary  to  carry  out  the  responsibilities  and  duties  required  of  Executive  hereunder.  Executive  shall  perform the duties required by this Agreement at the Company’s Iowa City, Iowa headquarters unless the  nature  of  such  duties  requires  otherwise.  Notwithstanding  the  foregoing  provisions  of  this Section 2,    1355121.v1 





 






   during  the  Employment  Period, Executive  may devote  reasonable  time  to  activities  other  than  those  required under this Agreement, including activities of a charitable, educational, religious or similar nature  (including professional associations) to the extent such activities do not, in the reasonable judgment of the  CEO, inhibit, prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict  in any material way with the business of the Company or an Affiliate; provided, however, that Executive  shall not serve on the board of directors of any business (other than the Company or an Affiliate) or hold  any other position with any business without receiving the prior written consent of the CEO.         3.    Compensation  and  Benefits. Subject  to  the  terms  of  this  Agreement,  during  the  Employment  Period,  while  Executive  is  employed  by  the  Company,  the  Company  shall  compensate  Executive for Executive’s services as follows:               (a)   Executive  shall  be  compensated  at  an  annual  rate  of three  hundred eighty-five  thousand dollars ($385,000.00) (the “Annual Base Salary”), which shall be payable in accordance with  the normal payroll practices of the Company then in effect. Beginning on January 1, 2021 and on each  anniversary of such date, Executive’s Annual Base Salary shall be reviewed, and may be adjusted, by the  Company’s Board of Directors.               (b)   Executive  shall  be  eligible  to  receive  performance-based  annual  incentive  bonuses  (each,  the  “Incentive  Bonus”)  from  the  Company  for  each  fiscal  year  ending  during  the  Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the  completion of the respective fiscal year audit by the Company’s auditor, but in no event later than two  and one-half (21⁄2) months after the close of each such fiscal year. Executive’s annual Incentive Bonus  opportunity shall be equal to forty percent (40%) of his Annual Base Salary; provided, however, that this  amount may be reduced in an amount that will not give rise to a Good Reason under this Agreement. For  calendar year 2020, Executive will be entitled to receive an Incentive Bonus that is no less than $154,000,  to  be  paid  in  accordance  with  the  Company’s  bonus  procedures  applicable  to  all  similarly  situated  executive officers.                (c)   During the Employment Period, Executive shall be eligible to participate, subject  to  the  terms  thereof,  in  all  incentive  plans  and  programs  of  the  Company,  including  such  cash  and  deferred bonus programs and equity incentive plans as may be in effect from time to time with respect to  senior executives employed by the Company, on as favorable a basis as other similarly situated senior  executives. During the Employment Period, Executive and Executive’s dependents, as the case may be,  shall  be  eligible  to  participate,  subject to  the  terms  thereof,  in  all  pension  and  similar  benefit  plans  (including  qualified,  non-qualified  and  supplemental  plans)  and  all  medical,  dental,  vision,  disability,  group and executive life, accidental death and travel accident insurance and other similar welfare benefit  plans  and  programs  of  the  Company  as  may  be  in  effect  from  time  to  time  with  respect  to  senior  executives  employed  by  the  Company,  on  as  favorable  a basis  as  other  similarly  situated  senior  executives.               (d)   Executive shall be entitled to accrue paid time off (“PTO”) at a rate of no less  than thirty (30) days of PTO per calendar year, subject to the Company’s PTO programs and policies as  may be in effect during the Employment Period.               (e)   Executive shall be eligible to be reimbursed by the Company, on terms that are  substantially similar  to  those  that  apply  to  other  similarly  situated  senior  executives  employed  by  the  Company,  for  reasonable  out-of-pocket  expenses for  entertainment,  travel,  meals,  lodging  and  similar  items  that  are  consistent  with  the  Company’s  expense reimbursement policy  and  actually  incurred  by  Executive in the promotion of the Company’s business. Executive shall have use of a Company-provided    1355121.v1                            2 





 






     automobile and receive reimbursement for expenses associated with such automobile in accordance with   the Company’s policy as may be in effect from time to time.                (f)   In addition to the foregoing, Executive shall be entitled to receive the additional   benefits set forth on Schedule A hereto.          4.    Rights  upon  Termination. Executive’s  right  to  benefits,  if any,  for  periods  after  the   Termination Date shall be determined in accordance with this Section 4:                (a)   Minimum  Benefits. If  the  Termination  Date  occurs  during  the  Employment   Period  for  any  reason,  Executive  shall  be entitled  to  the  Minimum  Benefits  in addition  to  any  other   benefits  to  which  Executive  may  be  entitled  under  the  following  provisions  of  this Section 4 or  the   express  terms  of  any  employee  benefit  plan  or  as  required  by  law.  Any  benefits  to  be  provided  to   Executive pursuant to this Section 4(a) shall be provided within thirty (30) days after the Termination   Date; provided, however, that any benefits, incentives or awards payable as described in Section 4(f) shall   be made in accordance with the provisions of the applicable plan, program or arrangement. Except as may   otherwise  be  provided  expressly  to  the  contrary  in  this  Agreement  or  as  otherwise  provided  by  law,   nothing in this  Agreement shall be  construed  as requiring Executive  to be  treated  as employed  by the   Company following the Termination Date for purposes of any employee benefit plan or arrangement in   which Executive may participate at such time.                (b)   Termination  for  Cause,  Death,  Disability or  Voluntary  Resignation. If  the   Termination  Date  occurs  during  the  Employment  Period  and  is  a  result  of  a  Termination  for  Cause,   Executive’s death or Disability, or termination by Executive other than for Good Reason, then, other than   the Minimum Benefits, Executive shall have no right to benefits under this Agreement (and the Company   shall have no obligation to provide any such benefits) for periods after the Termination Date.                (c)   Termination  other  than  for  Cause  or  Termination  for  Good  Reason. If   Executive’s employment  with  the  Company  is  subject  to  a  Termination  other  than  during  a  Covered   Period,  then,  in  addition  to  Minimum  Benefits,  the  Company  shall  provide  Executive  the  following   benefits:                      (i)   Commencing  on  the  first  Company  payroll  date  that occurs  on  or  following the sixtieth (60th) day following the Termination Date, Executive shall receive the Severance  Amount  (less  any  amount  described  in Section 4(c)(ii)),  with  such  amount  to  be  paid  in  twelve  (12)  substantially equal monthly installments (subject to the remaining provisions of this paragraph), with each  successive payment being due on the next monthly payroll date following the first installment, provided  that any such monthly installments that would have been paid in the sixty (60)-day period following the  Termination Date but for the Release requirement in Section 5 shall be paid on the first Company payroll  date that occurs on or following the sixtieth (60th) day following the Termination Date, and the number of  remaining substantially equal monthly installments to be made shall be reduced from twelve (12) by any  such “catch-up” payments that are made.                      (ii)  To  the  extent  any  portion  of  the  Severance  Amount  exceeds  the  “safe  harbor”  amount  described in  Treasury Regulation  §1.409A-1(b)(9)(iii)(A),  Executive  shall receive  such  portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment  payable on the first Company payroll date that occurs on or following the sixtieth (60th) day following the  Termination Date.                      (iii) Executive (and Executive’s  dependents,  as  may  be applicable) shall be  entitled to the benefits described in Section 4(e).    1355121.v1                            3 





 






                 (d)   Termination upon a Change in Control. If Executive’s employment with the   Company is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the   Company shall provide Executive the following benefits:                      (i)   On the sixtieth (60th) day following the Termination Date, the Company  shall pay Executive a lump sum payment in an amount equal to the Severance Amount.                      (ii)  Executive (and Executive’s  dependents,  as  may  be applicable) shall be  entitled to the benefits provided in Section 4(e).                (e)   Medical,  Dental  and  Vision  Benefits. If  Executive’s  employment  with  the   Company is subject to a Termination, then to the extent that Executive or any of Executive’s dependents   may be covered under the terms of any medical, dental or vision plans of the Company (or any Affiliate)   for active employees immediately prior to the Termination, then, for as long as Executive is eligible for   and  elects  coverage  under  the  health  care  continuation  rules  of  COBRA,  the  Company  shall  provide   Executive and those dependents with coverage equivalent to the coverage received while Executive was   employed with the Company, with Executive required to pay the same amount as Executive would pay if   Executive continued in employment with the Company during such period; provided, however, that such   coverage shall be provided only to the extent that it does not result in any additional tax or other penalty   being imposed on the Company or any Affiliate. The coverages under this Section 4(e) may be procured   directly  by  the  Company  (or  any  Affiliate,  if  appropriate)  apart  from  and  outside  of  the  terms  of  the   respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the   substitute medical, dental or vision plans, and provided, further, that the cost to the Company shall not   exceed the cost for continued COBRA coverage. In the event Executive or any of Executive’s dependents   is or becomes eligible for coverage under the terms of any other medical and/or dental and/or vision plan   of  a  subsequent  employer  with  plan  benefits  that  are  comparable  to  Company (or  any  Affiliate)  plan   benefits,  the  Company’s  obligations  under  this Section 4(e) shall  cease  with  respect  to  the  eligible   Executive and/or dependents.  Executive and Executive’s dependents must notify the Company (or any   Affiliate) of any subsequent employment and provide information regarding medical and/or dental and/or   vision coverage available.                (f)   Other Benefits.                      (i)   Executive’s  rights  following  a  termination  of  employment  with  the  Company and its Affiliates for any reason with respect to any benefits, incentives or awards provided to  Executive  pursuant  to  the terms  of  any  plan,  program  or  arrangement  sponsored  or  maintained  by  the  Company or an Affiliate, whether tax-qualified or not, which are not specifically addressed herein, shall be  subject to the terms of such plan, program or arrangement, and this Agreement shall have no effect upon  such terms except as specifically provided herein.                      (ii)  Except  as  specifically  provided  herein,  the  Company  shall  have  no  further obligations to Executive under this Agreement following Executive’s termination of employment  for any reason.                (g)   Removal  from  any  Boards  and  Positions. Upon  Executive’s  termination  of   employment for any reason under this Agreement, Executive shall be deemed to resign (i) if a member,   from the Board and board of directors of any Affiliate and any other board to which Executive has been   appointed or nominated by or on behalf of the Company, (ii) from each position with the Company or any   Affiliate, including as an officer of the Company or any of its Affiliates and (iii) as a fiduciary of any   employee benefit plan of the Company.     1355121.v1                            4 





 






           5.    Release. Notwithstanding any provision of this Agreement to the contrary, no payments   or benefits shall be owed to Executive under Section 4(c), 4(d) or 4(e) (except for the Minimum Benefits)   unless Executive executes and delivers to the Company a Release within forty-five (45) days following   the Termination Date, and any applicable revocation period has expired prior to the sixtieth (60th) day   following the Termination Date.          6.    Excise Tax Limitation.                (a)   It  is  the  intention  of  the  Parties  that  no  portion  of  any  payment  under  this   Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed   to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in   the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code   Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to one dollar   ($1.00) less than the maximum amount that the Company may pay without loss of deduction under Code   Section  280G(a).  Present value  for  purposes  of  this Agreement  shall  be  calculated  in accordance with   Code Section 280G(d)(4). Within one hundred twenty (120) days following the earlier of (i) the giving of   the notice of termination or (ii) the giving of notice by the Company to Executive of its belief that there is   a payment or benefit due Executive that will result in an Excess Parachute Payment, the Parties, at the   Company’s  expense,  shall  obtain the  opinion  of  an  Independent  Advisor,  which  opinion  need  not  be   unqualified, which sets forth (A) Executive’s applicable “base amount” (as defined under Code Section   280G),  (B)  the  present  value  of  Total  Payments  and  (C)  the  amount  and  present  value  of  any  Excess   Parachute Payments. In the event that such opinion determines that there would be an Excess Parachute   Payment, the payment hereunder or any other payment determined by such Independent Advisor to be   includable in Total Payments shall be modified, reduced or eliminated, in accordance with Code Section   409A,  as  specified  by  Executive  in  writing  delivered  to  the  Company  within  ninety  (90)  days  of   Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company   shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be   no Excess Parachute Payment. The provisions of this Section 6, including the calculations, notices and   opinion provided for herein, shall be based upon the conclusive presumption that (A) the compensation   and benefits provided for in Section 3 and (B) any other compensation earned by Executive pursuant to   the  Company’s  compensation  programs  that  would  have  been  paid  in  any  event,  are  reasonable   compensation  for  services  rendered,  even  though  the  timing  of  such  payment may  be  triggered  by  a   Change in Control.                (b)   The Parties hereby recognize that the restrictive covenants under Section 7 have   value  that  is  equivalent  in  amount  to  some  or  all  of  the  Severance  Amount (and  potentially  other   termination  benefits)  and  that  such  value  shall  be  recognized  in  the  Code  Section  280G  calculations   contemplated hereunder. The Independent Advisor shall make the determination of the actual fair market   value of the restrictive covenants under Section 7 at the time of the Change in Control.          7.    Restrictive Covenants.                (a)   Confidential Information.                      (i)   Executive  acknowledges  that,  during  the  course  of  Executive’s  employment  with  the  Company,  Executive  may  produce  and have  access  to  confidential  and/or  proprietary,  non-public  information  concerning  the  Company  or its  Affiliates,  including  marketing  materials, financial and other information concerning customers and prospective customers, customer lists,  records,  data,  trade  secrets,  proprietary  business  information,  pricing  and  profitability  information  and  policies,  strategic  planning,  commitments,  plans,  procedures,  litigation,  pending  litigation  and  other  information not generally available to the  public (collectively, “Confidential Information”). Executive    1355121.v1                            5 





 






    shall not directly or indirectly use, disclose, copy or make lists of Confidential Information for the benefit  of  anyone  other  than  the  Company,  either  during  or  after  Executive’s  employment  with  the  Company,  except to the extent that such information is or thereafter becomes lawfully available from public sources,  or  such  disclosure  is  authorized in  writing  by  the  Company,  required  by  law  or  any  competent  administrative  agency  or  judicial  authority,  or otherwise as reasonably  necessary  or  appropriate  in  connection with the performance by Executive of Executive’s duties hereunder. If Executive receives a  subpoena or other court order or is otherwise required by law to provide information to a governmental  authority or other person concerning the activities of the Company or any of its Affiliates, or Executive’s  activities  in  connection  with  the  business  of  the  Company  or  any  of  its  Affiliates,  Executive  shall  immediately notify the Company of such subpoena, court order or other requirement and deliver forthwith  to the Company a copy thereof and any attachments and non-privileged correspondence related thereto.  Executive shall take reasonable precautions to protect against the inadvertent disclosure of Confidential  Information. Executive shall abide by the Company’s reasonable policies, as in effect from time to time,  respecting avoidance of interests conflicting with those of the Company and its Affiliates. In this regard,  Executive shall not directly or indirectly render services to any person or entity where Executive’s service  would involve the use or disclosure of Confidential Information. Executive shall not use any Confidential  Information to guide Executive in searching publications or other publicly available information, selecting  a series of items of knowledge from unconnected sources and fitting them together to claim that Executive  did not violate any agreements set forth in this Agreement.                      (ii)  Executive shall not be held criminally or civilly liable under any federal  or state trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a federal,  state, or local government official, either directly or indirectly, or to an attorney, and (2) solely for the  purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other  document filed in a lawsuit or other proceeding, if such filing is made under seal. Accordingly, Executive  has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to  an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Executive also  has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the  filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to  conflict  with  18 U.S.C.  §  1833(b)  or  create  liability  for  disclosures  of  trade  secrets  that  are  expressly  allowed  by  18 U.S.C.  §  1833(b). Nothing in this  Agreement  shall  be  construed  to  authorize,  or  limit  liability  for,  an  act  that  is  otherwise prohibited  by  law,  such  as  the  unlawful  access  of  material  by  unauthorized means.                      (iii) Nothing contained in this Section 7(a) shall limit Executive’s ability to  file a charge or complaint with any governmental, administrative or judicial agency (each, an “Agency”)  pursuant  to  any  applicable  whistleblower  statute  or program  (each,  a  “Whistleblower  Program”).  Executive acknowledges that this Section 7(a) does not limit (A) his ability to communicate, in connection  with  a  charge  or  complaint pursuant  to  any  Whistleblower  Program  with  any  Agency  or  otherwise  participate in any investigation or proceeding that may be conducted by such Agency, including providing  documents or other information, without notice to the Company, or (B) his right to receive an award for  information provided to such Agency pursuant to any Whistleblower Program.                (b)   Documents and Property.                      (i)   All  records,  files,  documents  and  other  materials  or  copies  thereof  relating to the business of the Company or its Affiliates that Executive prepares, receives or uses shall be  and  remain  the  sole  property  of  the  Company  and,  other  than in  connection  with  the  performance  by  Executive of Executive’s duties hereunder, shall not be removed from the premises of the Company or any  of its  Affiliates  without  the  Company’s  prior  written  consent,  and  shall  be  promptly  returned  to  the  Company upon Executive’s termination of employment for any reason, together with all copies (including    1355121.v1                            6 





 






    copies or recordings in electronic form), abstracts, notes or reproductions of any kind made from or about  the records, files, documents or other materials.                      (ii)  Executive acknowledges that Executive’s access to and permission to use  the  Company’s  and  any  Affiliate’s  computer  systems,  networks  and  equipment,  and  all  Company and  Affiliate  information  contained  therein,  is  restricted  to  legitimate  business  purposes  on  behalf of  the  Company. Any other access to or use  of such  systems,  network, equipment and information is  without  authorization  and  is  prohibited  except that  Executive  may  use  a  Company-provided  computer  for  reasonable personal use in accordance with the Company’s Technology Use Policy as in effect from time  to  time.  The  restrictions  contained  in  this Section 7(b) extend  to  any  personal  computers  or  other  electronic  devices  of  Executive  that  are  used  for  business  purposes  relating  to  the  Company  or  any  Affiliate. Executive shall not transfer any Company or Affiliate information to any personal computer or  other electronic device that is not otherwise used for any business purpose relating to the Company. Upon  the termination of Executive’s employment with the Company for any reason, Executive’s authorization to  access and  permission to  use  the  Company’s  and  any  Affiliate’s  computer  systems,  networks  and  equipment, and any Company and Affiliate information contained therein, shall cease.                (c)   Non-Competition and Non-Solicitation. The Parties have jointly reviewed the   operations of the Company and have agreed that the primary service area of the Company’s lending and   deposit taking functions in which Executive will actively participate extends to an area that encompasses   a fifty (50) mile radius from each banking or other office location of the Company and its Affiliates where   Executive has provided services to the Company during the twenty-four (24) month period immediately   preceding the date on which Executive’s employment terminates (the “Restrictive Area”). Therefore, as   an essential ingredient of and in consideration of this Agreement and Executive’s employment with the   Company, Executive shall not, during Executive’s employment with the  Company  and for a  period of   fifteen (15) months immediately following the termination of Executive’s employment for any reason (the   “Restrictive  Period”),  whether  such  termination  occurs  during  the  Employment  Period  or  thereafter,   shall not directly or indirectly do any of the following (all of which are collectively referred to in this   Agreement as the “Restrictive Covenant”):                      (i)   Engage or invest in, own, manage, operate, finance, control, participate  in the ownership, management, operation or control of, be employed by, associated with or in any manner  connected with, serve as a director, officer or consultant to, lend Executive’s name or any similar name to,  lend  Executive’s  credit  to  or  render  services  or  advice  to,  in  each  case  in  the  capacity  that  Executive  provided services to the Company or any Affiliate, any person, firm, partnership, corporation or trust that  owns,  operates  or  is  in  the  process  of  forming  a  Financial  Institution  with  an  office  located,  or  to  be  located  at  an  address identified  in  a  filing  with  any  regulatory  authority,  within  the  Restrictive  Area;  provided, however, that the  ownership by  Executive  of  shares  of  the  capital  stock  of  any  Financial  Institution,  which  shares  are  listed on  a  securities  exchange  or  quoted  on  the  National  Association  of  Securities Dealers Automated Quotation System and which do not represent more than five (5) percent  (5%) of the institution’s outstanding capital stock, shall not violate any terms of this Agreement;                      (ii)  Either for Executive or any Financial Institution: (A) induce or attempt to  induce any employee of the Company or any of its Affiliates with whom Executive had significant contact  to leave the employ of the Company or any of its Affiliates; (B) in any way interfere with the relationship  between the Company or any of its Affiliates and any employee of the Company or any of its Affiliates  with whom Executive had significant contact; or (C) induce or attempt to induce any customer, supplier,  licensee or business relation of the Company or any of its Affiliates with whom Executive had significant  contact to cease doing business with the Company or any of its Affiliates or in any way interfere with the  relationship  between  the  Company  or  any  of  its  Affiliates  and  their  respective  customers,  suppliers,  licensees or business relations with whom Executive had significant contact;    1355121.v1                            7 





 






                       (iii) Either for Executive or any Financial Institution, solicit the business of  any person or entity known to Executive to be a customer of the Company or any of its Affiliates, where  Executive had significant contact with such person or entity, with respect to products, activities or services  that compete in whole  or in part with the  products, activities  or services  of the Company or any of its  Affiliates; or                      (iv)  Serve as the agent, broker or representative of, or otherwise assist, any  person  or  entity  in  obtaining  services  or  products  from  any Financial  Institution  within  the  Restrictive  Area,  with  respect  to  products,  activities  or  services  that  Executive  devoted  time  to  on behalf  of  the  Company  or  any  of  its  Affiliates  and  that  compete  in  whole  or  in  part  with  the  products,  activities  or  services of the Company or any of its Affiliates.                (d)   Works  Made  for  Hire  Provisions. The  Parties  acknowledge  that  all  work   performed by Executive for the Company or any of its Affiliates shall be deemed a “work made for hire.”   The Company shall at all times own and have exclusive right, title and interest in and to all Confidential   Information and Inventions, and the Company shall retain the exclusive right to license, sell, transfer and   otherwise use and dispose of the same. Any and all enhancements of the technology of the Company or   any  of its  Affiliates  that are  developed  by  Executive  shall  be  the  exclusive  property  of the  Company.   Executive hereby  assigns  to  the  Company  any  right,  title  and  interest  in  and  to  all  Inventions  that   Executive may have, by law or equity, without additional consideration of any kind whatsoever from the   Company or any of its Affiliates. Executive shall execute and deliver any instruments or documents and   do all other things (including the giving of testimony) requested by the Company (both during and after   the  termination  of  Executive’s  employment  with  the  Company)  in  order  to  vest  more  fully  in  the   Company  or  any  of its  Affiliates  all  ownership  rights  in  the  Inventions  (including  obtaining  patent,   copyright or trademark protection therefor in the United States and/or foreign countries).                (e)   Remedies  for  Breach  of  Restrictive  Covenant. Executive  has  reviewed  the   provisions  of this  Agreement with legal counsel, or has been given  adequate  opportunity to seek such   counsel, and Executive acknowledges that the covenants contained in this Section 7 are reasonable with   respect  to  their duration,  geographical  area  and  scope.  Executive  further  acknowledges  that  the   restrictions contained in this Section 7 are reasonable and necessary for the protection of the legitimate   business  interests  of  the  Company,  that  they  create  no  undue  hardships,  that  any  violation  of  these   restrictions would cause substantial injury to the Company and such interests, and that such restrictions   were a material inducement to the Company to enter into this Agreement. In the event of any violation or   threatened violation of these restrictions, the Company, in addition to and not in limitation of, any other   rights, remedies or damages available to the Company under this Agreement or otherwise at law or in   equity,  shall  be entitled  to  preliminary  and  permanent  injunctive  relief to  prevent  or  restrain any  such   violation by Executive and any and all persons directly or indirectly acting for or with Executive, as the   case  may  be.  If  Executive  violates  the  Restrictive  Covenant  and  the  Company  brings  legal  action  for   injunctive or other relief, the Company shall not, as a result of the time involved in obtaining such relief,   be  deprived  of  the  benefit  of  the  full  period  of  the  Restrictive  Covenant.  Accordingly,  the  Restrictive   Covenant  shall  be  deemed  to  have  the  duration  specified  herein  computed  from  the  date  the  relief  is   granted but reduced by the time between the period when the Restrictive Period began to run and the date   of the first violation of the Restrictive Covenant by Executive.                (f)   Other Agreements. In the event of the existence of another agreement between   the Parties that (a) is in effect during the Restrictive Period, and (b) contains restrictive covenants that   conflict with any of the provisions of this Section 7, then the more restrictive of such provisions from the   two  (2)  agreements  shall control  for  the  period  during  which  both  agreements  would  otherwise  be  in   effect.     1355121.v1                            8 





 






         8.    No  Set-Off;  No  Mitigation. Except  as  provided  herein, the  Company’s  obligation  to  provide  benefits  under this Agreement and otherwise to perform its  obligations hereunder shall not be  affected by any circumstances, including any set-off, counterclaim, recoupment, defense or other right the  Company may have against Executive or others. In no event shall Executive be obligated to seek other  employment or take any other action by way of mitigation of the amounts payable to Executive under any  of the  provisions  of this Agreement, and such  amounts  shall not be reduced whether or not Executive  obtains other employment.         9.    Notices. Notices and all other communications under this Agreement shall be in writing  and  shall  be  deemed  given  when  mailed  by  United  States  registered  or  certified  mail,  return  receipt  requested, postage prepaid, addressed as follows:               If to the Company:                     MidWestOne Financial Group, Inc.                    Attention: MidWestOne Bank Senior Vice President                                      and Chief Human Resources Officer                    102 South Clinton Street                    Iowa City, Iowa 52240               If to Executive: Executive’s address on file with the Company           or to such other address as either Party may furnish to the other in writing, except that notices of changes  of address shall be effective only upon receipt.         10.   Applicable Law. All questions concerning the construction, validity and interpretation of  this Agreement and the performance of the obligations imposed by this Agreement shall be governed by  the internal laws of the State of Iowa applicable to agreements made and wholly to be performed in such  state without regard to conflicts of law provisions of any jurisdiction, and any court action commenced to  enforce this Agreement shall have as its sole and exclusive venue the County of Johnson, Iowa.         11.   Entire Agreement. This Agreement constitutes the entire agreement between the Parties  concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements and  arrangements with respect thereto, whether written or oral, specifically including any term sheet or offer  letter previously presented to Executive. If a court of competent jurisdiction determines that any provision  of this  Agreement is invalid or unenforceable,  then  the  invalidity or unenforceability of that provision  shall  not  affect  the  validity  or  enforceability  of  any  other  provision  of  this  Agreement  and  all  other  provisions shall remain in full force and effect. The various covenants and provisions of this Agreement  are intended  to be  severable  and  to  constitute  independent  and  distinct  binding  obligations.  Without  limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too  broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent  permitted by law, and such scope may be judicially modified accordingly.         12.   Withholding  of  Taxes. The  Company  may  withhold  from  any  benefits  payable  under  this  Agreement all  federal,  state,  city  and  other  taxes  as  may  be  required  pursuant  to  any  law,  governmental regulation or ruling.         13.   No Assignment. Executive’s rights to receive benefits under this Agreement shall not be  assignable  or  transferable  whether  by  pledge,  creation  of  a  security  interest  or otherwise, other than  a  transfer by will or by the laws of descent or distribution. In the event of any attempted assignment or   1355121.v1                            9 





 






   transfer contrary to this Section 13, the Company shall have no liability to pay any amount so attempted  to be  assigned  or  transferred.  This Agreement  shall  inure  to  the  benefit  of  and  be  enforceable  by  Executive’s  personal  or  legal  representatives,  executors,  administrators,  successors,  heirs,  distributees,  devisees and legatees.         14.   Successors. This Agreement  shall  be  binding  upon  and  inure  to  the  benefit  of  the  Company, its successors and assigns. The Company shall not effect the sale or other disposition of all or  substantially all of its assets unless either (a) the person or entity acquiring the assets, or a substantial  portion  of  the  assets, expressly  assumes  by  an  instrument  in  writing  all  duties  and  obligations  of  the  Company under this Agreement, or (b) the Company provides, through the establishment of a separate  reserve, for the payment in full of all amounts that are or may reasonably be expected to become payable  to Executive under this Agreement.         15.   Legal Fees. All reasonable legal fees and related expenses (including the costs of experts,  evidence and counsel) paid or incurred by Executive pursuant to any dispute or question of interpretation  relating to this Agreement shall be paid or reimbursed by the Company if Executive is successful on the  merits pursuant to a legal judgment or arbitration.         16.   Amendment. Except as specifically provided in Section 17 hereof, this Agreement may  not be amended or modified except by written agreement signed by the Parties.         17.   Code Section 409A.               (a)   To the extent any provision of this Agreement or action by the Company would  subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed  null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that  this  Agreement  will  comply  with  Code  Section 409A,  and  this Agreement  shall  be  administered  accordingly  and interpreted  and  construed  on  a  basis  consistent  with such  intent.  Notwithstanding  any  provision  of  this  Agreement  to  the  contrary,  no  termination  or  similar  payments  or  benefits  shall  be  payable  hereunder  on account  of  Executive’s  termination  of  employment  unless  such  termination  constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code  Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another  plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in- kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and  in-kind  benefit  payments  shall be  made  in  accordance  with  Treasury  Regulation  Section  1.409A- 3(i)(1)(iv).  This  Agreement  may  be  amended  to  the  extent  necessary  (including  retroactively)  by  the  Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the  maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed  as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company  does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other  provision of the Code.               (b)   Notwithstanding any provision of this Agreement to the contrary, if Executive is  determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant  to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation  shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall  be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the  Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited  with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first  day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be    1355121.v1                            10 





 






   paid  during  the  six  (6)-month  period  following  the  Termination Date  shall  be paid  to  Executive  in  accordance with the payment schedule established herein.         18.   Deferral  of  Nondeductible  Compensation. If  Executive’s  aggregate  compensation  (including  benefits  that  are  deemed  remuneration  for  purposes  of  Code  Section  162(m)) from  the  Company  and  the  Affiliates  for  any  calendar  year  exceeds  the  maximum  amount  of  compensation  deductible  by  the  Company  or  any  Affiliate  in  any calendar  year  under  Code  Section  162(m)  (for  purposes of this paragraph, the “maximum allowable amount”), then any such amount in excess of the  maximum allowable amount shall be mandatorily deferred with interest thereon at four percent (4%) per  annum to a calendar year such that the amount to be paid to Executive in such calendar year, including  deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the  foregoing, deferred amounts, including interest thereon, shall be payable at the earliest time permissible,  in accordance with Code Section 409A.         19.   Construction. In  this Agreement,  unless  otherwise  stated,  the  following  uses  apply:  (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to  all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect  at the relevant time; (b) in computing periods from a specified date to a later specified date, the words  “from” and “commencing on” (and the like) mean “from and including, “ and the words “to,” “until” and  “ending  on”  (and  the  like) mean  “to,  but excluding”;  (c) references  to  a governmental  or  quasi- governmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to  the  functions  of the  agency,  authority  or  instrumentality; (d) indications  of  time of  day  shall be  based  upon  the  time  applicable to  the  location  of  the  principal  headquarters  of  the  Company;  (e) the  words  “include,” “includes” and “including” means “include, without limitation,” “includes, without limitation”  and  “including,  without  limitation,”  respectively;  (f) all  references  to preambles,  recitals,  sections  and  exhibits  are  to  preambles,  recitals,  sections  and  exhibits  in  or  to  this  Agreement  unless  otherwise  specified; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” and other words of similar  import refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of  documents, and the rights and obligations of the parties under any such documents, means such document  or  documents  as  amended  from  time  to  time,  and  any  and  all  modifications,  extensions,  renewals,  substitutions or replacements thereof; (i) all words used shall be construed to be of such gender or number  as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections and  exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference  and shall  not  be  considered  a  part  of  this  Agreement,  nor  shall  any  of  them  affect  the  meaning  or  interpretation  of  this  Agreement  or  any  of  its  provisions; and  (k) all  accounting  terms  not  specifically  defined herein shall be construed in accordance with GAAP.         20.   Definitions. As used in this  Agreement, the  terms  defined in this Section 20 have the  meanings set forth below.               (a)   “1934 Act” means the Securities Exchange Act of 1934.               (b)   “Affiliate” means each company, corporation, partnership, Financial Institution  or other entity that, directly or indirectly, is controlled by, controls, or is under common control with, the  Company,  where  “control”  means  (i) the  ownership  of  fifty-one  percent  (51%)  or  more  of  the  Voting  Securities  or  other  voting  or  equity  interests  of  any  corporation,  partnership,  joint  venture  or  other  business entity or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of  the management and policies of such corporation, partnership, joint venture or other business entity.               (c)   “Agreement” has the meaning set forth in the preamble hereto.    1355121.v1                            11 





 






                 (d)   “Annual Base Salary” has the meaning set forth in Section 3(a).                (e)   “Base Compensation” means the amount equal to the sum of (i) the greater of   Executive’s then-current Annual Base Salary or Executive’s Annual Base Salary as of the date one (1)   day prior to the Change in Control, and (ii) the amount of the Incentive Bonus paid (or payable) for the   most recently completed fiscal year of the Company.                (f)   “Board” means the board of directors of the Company.                (g)   “Change in Control” means:                      (i)   the  consummation  of  the  acquisition  by  any  “person”  (as  such  term  is  defined in Section 13(d) or 14(d) of the 1934 Act) of “beneficial ownership” (within the meaning of Rule  13d-3 promulgated under the 1934 Act) of fifty percent (50%) or more of the combined voting power of  the then outstanding Voting Securities of the Company; or                      (ii)  the individuals who, as of the Effective Date, are members of the Board  cease for any reason to constitute a majority of the Board, unless the election, or nomination for election  by the shareholders, of any new director was approved by a vote of a majority of the Board, and such new  director shall, for purposes of this Agreement, be considered as a member of the Board; or                      (iii) the consummation by the Company of: (A) a merger or consolidation if  the shareholders immediately before such merger or consolidation do not, as a result of such merger or  consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of  the  then  outstanding  Voting  Securities  of  the  entity  resulting  from  such  merger  or  consolidation  in  substantially  the  same  proportion  as  their  ownership  of  the  combined  voting  power  of  the  Voting  Securities  of  the  Company  outstanding  immediately  before  such  merger  or  consolidation;  or (B) a  complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially  all of the assets of the Company.                Notwithstanding  any  provision  in  this  definition  to  the  contrary,  a  Change  in  Control   shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting power of   the then outstanding securities of the Company are acquired by (A) a trustee or other fiduciary holding   securities under one (1) or more employee benefit plans maintained for employees of the Company or an   Affiliate or (B) any corporation that, immediately prior to such acquisition, is owned directly or indirectly   by  the  shareholders  in  the  same  proportion  as  their  ownership  of  stock  immediately  prior  to  such   acquisition.                Further notwithstanding any provision in this definition to the contrary, in the event that   any amount or benefit under this Agreement constitutes deferred compensation and the settlement of or   distribution of such amount or benefit is to be triggered by a Change in Control, then such settlement or   distribution shall be subject to the event constituting the Change in Control also constituting a “change in   control event” under Code Section 409A.                (h)   “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.                (i)   “Code” means the Internal Revenue Code of 1986.                (j)   “Company” has the meaning set forth in the preamble hereto.                (k)   “Confidential Information” has the meaning set forth in Section 7(a).     1355121.v1                            12 





 






                 (l)   “Covered Period” means the period beginning six (6) months prior to a Change   in Control and ending twenty-four (24) months after the Change in Control.                 (m)   “Disability”  means  that  (i)  Executive  is  unable  to  engage  in  any  substantial   gainful  activity  by  reason  of  any  medically  determinable  physical  or  mental  impairment  that  can  be   expected to result in death or can be expected to last for a continuous period of not less than twelve (12)   months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that   can be expected to result in death or can be expected to last for a continuous period of not less than twelve   (12) months, receiving income replacement benefits for a period of not less than three (3) months under   an accident or health plan covering employees of the Company.                (n)   “Effective Date” has the meaning set forth in the preamble hereto.                (o)   “Employment Period” has the meaning set forth in Section 1.                (p)   “Excess Parachute Payment” has the meaning set forth in Code Section 280G.                (q)   “Executive” has the meaning set forth in the preamble hereto.                (r)   “Financial  Institution”  means  a  bank,  savings  bank,  savings  and  loan   association, credit union or similar financial institution.                (s)   “Good Reason” means  the  occurrence of any  one  (1) of the  following events,   unless Executive agrees in writing that such event shall not constitute Good Reason:                      (i)   an adverse change in the nature, scope or status of Executive’s position,  authorities or duties from those in effect in accordance with Section 2 immediately following the Effective  Date, or if applicable and greater, immediately prior to the Covered Period;                      (ii)  a  reduction  of  ten  percent  (10%)  or  more  in  Executive’s  Annual  Base  Salary or Incentive Bonus opportunity (each as measured as of the Effective Date), or a material reduction  in  Executive’s  aggregate  benefits  or  other  compensation  plans  as  in  effect  immediately  following  the  Effective Date, or if applicable and greater, immediately prior to the Covered Period;                      (iii) relocation  of  Executive’s  primary  place  of  employment  by  more  than  twenty-five  (25)  miles  from  Executive’s  primary  place  of  employment  immediately  following  the  Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in  travel that is materially greater than prior to the Covered Period;                      (iv)  failure by an acquirer to assume this Agreement at the time of a Change  in Control; or                      (v)   a material breach by the Company of this Agreement.                Notwithstanding any  provision in  this  definition  to  the  contrary,  prior  to  Executive’s   Termination for Good Reason, Executive must give the Company written notice of the existence of any   condition set forth in clause (i) – (v) immediately above within ninety (90) days of its initial existence and   the Company shall have thirty (30) days from the date of such notice in which to cure the condition giving   rise to Good Reason, if curable. If, during such thirty (30)-day period, the Company cures the condition   giving rise to Good Reason, the condition shall not constitute Good Reason. Further notwithstanding any   provision in this definition to the contrary, in order to constitute a Termination for Good Reason, such     1355121.v1                            13 





 






     Termination  must  occur  within  twenty-four  (24)  months  of  the  initial  existence of  the  applicable   condition.                (t)   “Incentive Bonus” has the meaning set forth in Section 3(b).                (u)   “Independent  Advisor”  means  an  independent,  nationally  recognized   accounting  firm  approved  by  the  Parties, where  such  approval  shall  not  be  unreasonably withheld  by   either Party.                (v)   “Inventions”  means  all  systems,  procedures,  techniques,  manuals,  databases,   plans, lists, inventions, trade secrets, copyrights, patents, trademarks, discoveries, innovations, concepts,   ideas  and software  conceived,  compiled  or  developed  by  Executive  in  the  course  of  Executive’s   employment with the Company or any of its Affiliates and/or comprised, in whole or part, of Confidential   Information.  Notwithstanding  the  foregoing  sentence,  Inventions  shall  not  include:  (i)  any  inventions   independently  developed  by  Executive  and  not  derived,  in  whole  or  part,  from  any  Confidential   Information or (ii) any invention made by Executive prior to Executive’s exposure to any Confidential   Information.                (w)   “Minimum Benefits” means, as applicable, the following:                      (i)   Executive’s earned but unpaid Annual Base Salary for the period ending  on the Termination Date;                      (ii)  Executive’s  earned  but  unpaid  Incentive  Bonus,  if  any,  for  any  completed fiscal year preceding the Termination Date;                      (iii) Executive’s  accrued  but  unpaid  PTO  for  the  period  ending  on  the  Termination Date;                       (iv)  Executive’s unreimbursed business expenses and all other items earned  and owed to Executive by the Company through and including the Termination Date; and                      (v)   the benefits, incentives and awards described in Section 4(f).                (x)   “Parties” has the meaning set forth in the preamble hereto.                (y)    “Release” means a general release and waiver substantially in the form attached   hereto as Exhibit A.                (z)   “Restrictive Area” has the meaning set forth in Section 7(c).                (aa)  “Restrictive Covenant” has the meaning set forth in Section 7(c).                (bb)  “Restrictive Period” has the meaning set forth in Section 7(c).                (cc)  “Severance Amount” means                      (i)   for  any  Termination  other  than  during  a  Covered  Period,  an  amount  equal to one hundred percent (100%) of Executive’s then-current Annual Base Salary as of the respective  Termination; or     1355121.v1                            14 





 






                       (ii)  for  a  Termination  during  a  Covered  Period,  an  amount  equal  to  two  hundred percent (200%) of Executive’s Base Compensation as of the respective Termination.                (dd)  “Specified Employee” means any person who is a “key employee” (as defined in   Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Company based upon   the twelve (12)-month period ending on each December 31st (such twelve (12)-month period is referred   to below as the “identification period”). If Executive is determined to be a key employee, Executive shall   be treated as a Specified Employee for purposes of this Agreement during the twelve (12)-month period   that begins on the April 1 following the close of the identification period. For purposes of determining   whether Executive is a key employee, “compensation” means Executive’s W-2 compensation as reported   by the Company for a particular calendar year.                (ee)  “Termination”  means  termination  of  Executive’s  employment  with  the   Company during the Employment Period either:                      (i)   by the Company, other than a Termination for Cause or a termination as  a result of Executive’s death or Disability; or                      (ii)  by Executive for Good Reason.                (ff)  “Termination Date” means the date of termination of Executive’s employment   with the Company.                (gg)  “Termination for Cause” means only a termination of Executive’s employment   with the Company as a result of:                      (i)   Executive’s  willful  and  continuing  failure,  that  is  not  remedied  within  twenty (20) days after receipt of written notice of such failure from the Company, to perform Executive’s  obligations hereunder;                       (ii)  Executive’s conviction of, or the pleading of nolo contendere to, a crime  of embezzlement or fraud or a felony under the laws of the United States or any state thereof;                      (iii) Executive’s breach of fiduciary responsibility; or                      (iv)  an  act  of  dishonesty  by Executive  that  is  materially  injurious  to  the  Company.                Any determination of a Termination for Cause under this Agreement shall be made by   resolution adopted by at least a two-thirds (2/3) vote of the Board at a meeting called and held for that   purpose.  Executive  shall  be  provided with  reasonable  notice  of  such  meeting  and  shall  be  given  the   opportunity to be heard, with the presence of counsel, prior to such vote being taken by the Board.                (hh)  “Total Payments” has the meaning set forth in Section 6(a).                (ii)  “Voting  Securities”  means  any  securities  that  ordinarily  possess  the  power  to   vote in the election of directors without the happening of any precondition or contingency.          21.   Survival. The provisions of Sections 5 through 21 shall survive the termination of this   Agreement.     1355121.v1                            15 





 






                                [Signature page follows]    1355121.v1                            16 





 






         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.   MIDWESTONE FINANCIAL GROUP, INC.          EXECUTIVE – LEN D. DEVAISHER                                              /s/ LEN D. DEVAISHER By:  /s/  CHARLES  N.  FUNK                                                                                                           (Signature)         Charles N. Funk Name:                                                                                                                           (Address)      President and Chief Executive Officer Its:                                                                                                                                  (Address)    1355121.v1                            17 





 






                                                                                                                   Schedule A                                  Additional Benefits      1. Signing Bonus. On  the Company’s first regularly scheduled payroll date  following  the Start        Date, Executive shall  receive a one-time lump sum cash bonus in the amount of $25,000.      2. Inducement Equity Award. On the Company’s next regularly scheduled equity grant date        following the Start Date, which is as of the Effective Date anticipated to be August 15, 2020,        Executive shall receive a one-time grant of equity awards over Company stock valued at        $120,000 in the form of a 50/50 split between Restricted Stock Units (“RSUs”) and Performance        Shares (“PSUs”). RSUs have a 4-year vesting schedule and PSUs are cliff vested RSUs and        measured over a three-year period from their grant date with new performance periods taking        place annually. Financial metrics for PSUs are cumulative diluted EPS and average ROTE. Each        grant of RSUs and PSUs will be subject to the terms of the Company’s 2017 Equity Incentive        Plan and form of award agreement applicable to similarly situated executive officers.      3. Relocation Stipend. On  the Company’s first regularly scheduled payroll date  following  the        Start Date, Executive shall  receive a one-time lump sum relocation stipend in the amount of        $135,000. This relocation stipend is intended to cover all relocation expenses including, but not        limited to, moving costs, realtor fees, closing costs, etc.      4. Temporary Housing. The Company agrees to provide Executive with temporary housing in the        Iowa City, IA area until Executive is able to secure a new residence in the same area. The Parties        acknowledge and agree that this temporary housing is currently anticipated to remain in effect for        approximately 60 – 120 days.      5. Bank Vehicle. At such time as may be reasonably agreed between the Parties, the Company        shall, or shall cause MidWestOne Bank to, purchase a bank-owned vehicle for use by Executive.        Such purchase shall be in accordance with guidelines as are reasonably agreed with the CEO.       1355121.v1                           A-1 





 






      6. EXHIBIT A                            RELEASE AND WAIVER OF CLAIMS         This Release and Waiver of Claims (“Agreement”) is made and entered into by and between  MidWestOne Financial  Group,  Inc. (the “Company”),  and Len  D.  Devaisher (“Executive,”  and  together with the Company, the “Parties”).                                      RECITALS         A.    The  Parties  desire to  settle  fully  and  amicably  all  issues  between  them,  including  any  issues arising out of Executive’s employment with the Company and the termination of that employment.         B.    Executive and the Company are parties to that certain Employment Agreement, made and  entered into [_______________], (the “Employment Agreement”).                                    AGREEMENTS         For  and  in  consideration  of  the  mutual  promises  contained  herein,  and  for  other  good  and  sufficient consideration, the receipt of which is hereby acknowledged, the Parties, intending to be legally  bound, hereby agree as follows:         1.    Termination  of  Employment. Executive’s  employment  with  the  Company  shall  be  terminated effective as of the close of business on [_______________] (the “Termination Date”).          2.    Compensation and Benefits. Subject to the terms of this Agreement, the Company shall  compensate Executive under this Agreement as follows (collectively, the “Severance Payments”):               (a)   Severance Amount. [_______________].               (b)   Accrued  Salary and  Paid Time  Off.  Executive  shall  be  entitled  to  a  lump  sum  payment in an amount equal to Executive’s earned but unpaid annual base salary and accrued but unused  paid time off for the period ending on the Termination Date, with such payment to be made on the first  payroll date following the Termination Date.               (c)   COBRA  Benefits.  Executive  and  Executive’s  qualified  beneficiaries,  as  applicable, shall  be  entitled  to  continuation  of  group  health  coverage  following  the  Termination  Date  under the Company’s group health plan, to the extent required under the Consolidated Omnibus Budget  Reconciliation Act of 1986, with Executive required to pay the same amount as Executive would pay if  Executive continued in employment with the Company during such period as described in Section 4(e) of  the Employment Agreement.               (d)   Executive  Acknowledgement.  Executive  acknowledges  that,  subject  to  fulfillment of all obligations provided for herein, Executive has been fully compensated by the Company,  including under all applicable laws, and that nothing further is owed to Executive with respect to wages,  bonuses, severance, other compensation, or benefits. Executive further acknowledges that the Severance  Payments  (other  than  (b) and  (c)  immediately  above)  are  consideration  for  Executive’s  promises  contained in this Agreement, and that the Severance Payments are above and beyond any wages, bonuses,  severance, other compensation, or benefits to which Executive is entitled from the Company under the  terms of Executive’s employment or under any other contract or law that Executive would be entitled to  absent execution of this Agreement.    1355121.v1                           A-2 





 






               (e)   Withholding.  The  Severance  Payments  shall be  subject  to  all  taxes  and  other  payroll deductions required by law.         3.    Termination of Benefits. Except as provided in Section 2 above or as may be required  by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans  of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise  impair  Executive’s  right  to  receive  pension  or  similar  benefit  payments that  are  vested  as  of  the  Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the  applicable plan.         4.    Release  of  Claims  and Waiver  of  Rights. Executive, on  Executive’s  own  behalf  and  that of Executive’s heirs, executors, attorneys, administrators, successors, and assigns, fully and forever  releases and  discharges  the  Company,  its  predecessors, successors,  parents,  subsidiaries,  affiliates,  and  assigns, and its and their directors, officers, trustees, employees, agents, and shareholders, both in their  individual  and  official  capacities,  and  the  current  and  former  trustees  and  administrators  of  each  retirement  and  other  benefit  plan  applicable  to the  employees  and former employees  of  the  Company,  both  in  their  official  and  individual  capacities  (the  “Releasees”),  from  all  liability,  claims, demands,  actions,  and  causes  of action  Executive  now  has, may  have  had,  or may  ever have,  whether  currently  known  or  unknown,  relating  to  acts  or  omissions  as  of  or  prior  to  Executive’s  execution  of  this  Agreement  (the  “Release  and  Waiver”),  including  liability,  claims,  demands,  actions,  and  causes  of  action:                (a)   Relating to Executive’s employment or other association with the Company, or  the termination of such employment;              (b)   Relating to wages, bonuses, other compensation, or benefits;              (c)   Relating to any employment or change in control contract;              (d)   Relating to any employment law, including                    (i)   The United States and State of Iowa Constitutions,                     (ii)  The Iowa Civil Rights Act of 1965,                    (iii) The Iowa Wage Payment Collection Law,                    (iv)  The Civil Rights Act of 1964,                    (v)   The Civil Rights Act of 1991,                    (vi)  The Equal Pay Act,                    (vii) The Employee Retirement Income Security Act of 1974,                    (viii) The Age Discrimination in Employment Act (the “ADEA”),                    (ix)  The Older Workers Benefit Protection Act,                    (x)   The Worker Adjustment and Retraining Notification Act,                    (xi)  The Americans with Disabilities Act,                    (xii) The Family and Medical Leave Act,                    (xiii) The Occupational Safety and Health Act,                    (xiv) The Fair Labor Standards Act,                    (xv)  The National Labor Relations Act,                    (xvi) The Genetic Information Nondiscrimination Act,                    (xvii) The Rehabilitation Act,                    (xviii) The Fair Credit Reporting Act,                    (xix) Executive Order 11246,                    (xx)  Executive Order 11141, and                    (xxi) Each  other  federal,  state,  and  local  statute,  ordinance,  and  regulation                          relating to employment;              (e)   Relating to any right of payment for disability;              (f)   Relating to any statutory or contractual right of payment; and    1355121.v1                           A-3 





 






               (g)   For relief on the basis of any alleged tort or breach of contract under the common  law of the State of Iowa or any other state, including defamation, intentional or negligent infliction of  emotional  distress,  breach  of  the  covenant  of  good  faith  and  fair  dealing,  promissory  estoppel,  and  negligence.               Executive acknowledges that statutes exist that render null and void releases and waivers  of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing  or waiving party at the time of execution of the release and waiver. Executive waives, surrenders, and  shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of  any such statutes in any jurisdiction, including the State of Iowa.         5.    Exclusions from General Release.               (a)   Excluded from the Release and Waiver are any claims or rights arising pursuant  to this Agreement and any claims or rights that cannot be waived by law, as well as Executive’s right to  file a charge with an administrative agency or participate in any agency investigation, including with the  Equal  Employment  Opportunity  Commission.  Executive  is,  however,  waiving  the  right  to recover  any  money in connection with a charge or investigation and the right to recover any money in connection with  a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other  federal or state agency, except where such waivers are prohibited by law.               (b)   Notwithstanding  the  foregoing,  nothing contained  in  this  Section  5  shall  limit  Executive’s ability to file a charge or complaint with any governmental, administrative or judicial agency  (each,  an  “Agency”)  pursuant  to  any  applicable  whistleblower  statute  or  program  (each,  a  “Whistleblower Program”). Executive acknowledges that this Section 5 does not limit (A) his ability to  communicate, in connection with a charge or complaint pursuant to any Whistleblower Program with any  Agency  or  otherwise  participate  in  any  investigation  or  proceeding  that may  be  conducted  by  such  Agency, including providing documents or other information, without notice to the Company, or (B) his  right  to  receive  an  award  for  information  provided  to  such  Agency pursuant  to  any  Whistleblower  Program.         6.    Covenant Not to Sue.               (a)   A “covenant not to sue” is a legal term that means Executive promises not to  file  a  lawsuit in court. It is  different from the  Release and Waiver. Besides waiving and  releasing the  claims covered by Section 4 above, Executive shall never sue the Releasees in any forum for any reason  covered  by the  Release  and Waiver. Notwithstanding this  covenant not to sue, Executive may  bring a  claim against the Company to enforce this Agreement or to challenge the validity of this Agreement under  the  ADEA.  If  Executive  sues any  of the  Releasees in  violation  of this  Agreement,  Executive  shall  be  liable to them for their reasonable attorneys’ fees and costs (including the costs of experts, evidence, and  counsel) and other litigation costs incurred in defending against Executive’s suit. In addition, if Executive  sues any of the Releasees in violation of this Agreement, the Company can require Executive to return all  but a  sum of $100 of the Severance Payments, which sum is, by itself, adequate consideration for the  promises and covenants in this Agreement. In that event, the Company shall have no obligation to make  any further Severance Payments.               (b)   If  Executive has  previously  filed  any  lawsuit  against  any  of  the  Releasees,  Executive shall immediately take all necessary steps and execute all necessary documents to withdraw or  dismiss such lawsuit to the extent Executive’s agreement to withdraw, dismiss, or not file a lawsuit would  not be a violation of any applicable law or regulation.    1355121.v1                           A-4 





 






         7.    Mutual  Non-Disparagement.  At  all  times  following the  signing  of  this  Agreement,  neither Party shall engage in any vilification of the other, and each Party shall refrain from making any  false, negative, critical or disparaging statements, implied or expressed, concerning the other, including  management style,  methods  of  doing  business,  the  quality  of  products and  services, role  in  the  community, or treatment of employees. Executive acknowledges that the only persons whose statements  may be attributed to the Company for purposes of this covenant not to make disparaging statements shall  be each member of the Company’s Board of Directors and the Company’s Chief Executive Officer. The  Parties shall do nothing that would damage the other’s business reputation or good will.         8.    Restrictive  Covenants. Section 7 of the  Employment  Agreement (entitled  “Restrictive  Covenants”), shall continue in full force and effect as if fully restated herein.         9.    No Admissions. The Company denies that any of the Releasees have taken any improper  action against Executive, and this Agreement shall not be admissible in any proceeding as evidence of  improper action by any of the Releasees.          10.   Confidentiality of Agreement. Executive shall keep the existence and the terms of this  Agreement confidential, except for Executive’s immediate family members and Executive’s legal and tax  advisors in connection with services related hereto and except as may be required by law or in connection  with the preparation of tax returns.         11.   Non-Waiver. The Company’s waiver of a breach of this Agreement by Executive shall  not be construed or operate as a waiver of any subsequent breach by Executive of the same or of any other  provision of this Agreement.         12.   Governing Law. This Agreement shall be governed by and construed under the laws of  the State of Iowa, without regard to principles of conflict of laws (whether in the State of Iowa or any  other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of  Iowa.         13.   Entire Agreement. This  Agreement  sets  forth  the  entire  agreement  of  the Parties  regarding the subject matter hereof, and shall be final and binding as to all claims that have been or could  have been advanced on behalf of Executive pursuant to any claim arising out of or related in any way to  Executive’s  employment  with  the  Company  and  the  termination  of  that  employment.  This  Agreement  may not be amended, modified, altered, or changed except by express written consent of the Parties.         14.   Counterparts. This Agreement may be executed in any number of counterparts, each of  which shall be deemed an original, but all of which together shall constitute one and the same Agreement.         15.   Successors. This  Agreement  shall  be  binding  upon  and  inure  to  the  benefit  of  the  Company, its successors and assigns.         16.   Enforcement. The  provisions  of  this  Agreement  shall  be  regarded  as  divisible  and  separable  and  if  any  provision  should  be  declared  invalid  or  unenforceable  by  a  court  of  competent  jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. If  the  scope  of  any  restriction  or  requirement  contained  in  this  Agreement  is  too  broad  to  permit  enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall  be enforced to the maximum extent permitted by law, and Executive hereby consents that any court of  competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or  requirement. In addition, Executive stipulates that breach by Executive of restrictions and requirements  under this Agreement will cause irreparable damage to the Releasees in the case of Executive’s breach   1355121.v1                           A-5 





 






   and that the Company would not have entered into this Agreement without Executive binding Executive  to these restrictions and requirements. In the event of Executive’s breach of this Agreement, in addition to  any other remedies the Company may have, and without bond and without prejudice to any other rights  and remedies that the Company may have for Executive’s breach of this Agreement, the Company shall  be  relieved  of  any  obligation  to  provide  Severance  Payments  and  shall  be  entitled to  an  injunction  to  prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with  Executive.         17.   Construction. In  this  Agreement,  unless  otherwise  stated,  the  following  uses  apply:  (a) references to a statute or law refer to the statute or law and any amendments and any successor statutes  or laws, and to all regulations promulgated under or implementing the statute or law, as amended, or its  successors,  as  in  effect  at  the  relevant  time;  (b) in  computing  periods from  a  specified  date  to  a  later  specified date, the words “from” and “commencing on” (and the like) mean “from and including, “ and  the  words  “to,”  “until,”  and  “ending  on”  (and  the  like)  mean  “to,  and  including”;  (c) references  to  a  governmental or quasi-governmental agency, authority, or instrumentality also refer to a regulatory body  that  succeeds  to  the  functions  of  the agency,  authority,  or  instrumentality;  (d) the  words  “include,”  “includes,”  and  “including”  (and  the  like)  mean  “include,  without  limitation,”  “includes,  without  limitation,”  and  “including,  without  limitation,”  (and  the  like)  respectively;  (e) the  words “hereof,”  “herein,”  “hereto,”  “hereby,”  (and  the  like)  refer  to this  Agreement  as  a  whole;  (f) any  reference  to  a  document or set of documents, and the rights and obligations of the parties under any such documents,  means  such  document  or documents  as  amended from time  to time,  and  all modifications,  extensions,  renewals,  substitutions,  or  replacements  thereof;  (g) all  words used  shall  be construed  to  be  of  such  gender  or  number  as  the  circumstances and  context  require;  and  (h) the  captions  and  headings  of  preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted  solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of  them affect the meaning or interpretation of this Agreement or any of its provisions.         18.   Future Cooperation. In connection with any and all claims, disputes, or negotiations, or  governmental,  internal,  or  other  investigations,  lawsuits,  or  administrative  proceedings  (the  “Legal  Matters”) involving any of the Releasees (collectively, the “Disputing Parties” and, individually, each a  “Disputing Party”), Executive shall make herself reasonably available, upon reasonable notice from the  Company  and without  the  necessity  of  subpoena,  to  provide  information and  documents,  provide  declarations and statements regarding a Disputing Party, meet with attorneys and other representatives of  a  Disputing  Party,  prepare  for  and  give  depositions  and  testimony,  and  otherwise  cooperate  in  the  investigation, defense, and prosecution of any and all such Legal Matters, as may, in the good faith and  judgment of the Company, be reasonably requested. The Company shall consult with Executive and make  reasonable  efforts  to schedule  such  assistance so  as not to materially disrupt Executive’s  business  and  personal  affairs.  The  Company  shall  reimburse  all  reasonable  expenses  incurred  by  Executive  in  connection with such assistance, including travel, meals, rental car, and hotel expenses, if any; provided  such expenses are approved in advance by the Company and are documented in a manner consistent with  expense reporting policies of the Company as may be in effect from time to time.         19.   Representations by Executive. Executive acknowledges each of the following:               (a)   Executive  is  aware  that  this Agreement  includes  a  release  of  all  known  and  unknown claims.               (b)   Executive is legally competent to execute this Agreement and Executive has not  relied on any statements or explanations made by the Company or its attorneys not otherwise set forth  herein.    1355121.v1                           A-6 





 






               (c)   Any  modifications,  material  or  otherwise,  made  to  this  Agreement  shall  not  restart or affect in any manner the original 21-day consideration period.               (d)   Executive has been offered at least 21 days to consider this Agreement.               (e)   Executive  has  been  afforded  the  opportunity  to  be  advised  by  legal  counsel  regarding the terms of this Agreement, including the Release and Waiver, and to negotiate such terms.               (f)   Executive,  without  coercion  of  any  kind,  freely,  knowingly,  and  voluntarily  enters into this Agreement.               (g)   Executive has the right to rescind the Release and Waiver by written notice to the  Company within seven (7) calendar days after Executive has signed this Agreement, and the Release and  Waiver shall not become effective or enforceable until seven (7) calendar days after Executive has signed  this  Agreement,  as  evidenced  by  the  date  set forth  below  Executive’s  signature  on  the  signature  page  hereto. Any such rescission must be in writing and delivered by hand, or sent by U.S. Mail within such  seven (7)-day  period, to the  attention of [_______________]. If delivered  by U.S. Mail, the rescission  must  be:  (i) postmarked  within  the  seven  (7)-day  period  and  (ii) sent  by  certified  mail,  return  receipt  requested.                                [Signature page follows]    1355121.v1                           A-7 





 






         IN WITNESS WHEREOF, the Parties have executed this Agreement as of dates set forth below their  respective signatures below.   MIDWESTONE FINANCIAL GROUP, INC.        EXECUTIVE – LEN D. DEVAISHER     By:                                                                             [Name]                                    [Title]   Date:                                   Date:                                                                              1355121.v1                           A-8