RECITALS:Indemnification Agreement • June 14th, 2001 • Middlefield Banc Corp • State commercial banks • Ohio
Exhibit 10.2 AMENDED AND RESTATED SEVERANCE AGREEMENT This AMENDED AND RESTATED SEVERANCE AGREEMENT (this "Agreement") dated as of this 12th day of August, 2003, by and between Middlefield Banc Corp., an Ohio corporation ("Middlefield"), and Thomas G....Severance Agreement • March 30th, 2004 • Middlefield Banc Corp • State commercial banks • Ohio
Exhibit 10.6 The Middlefield Banking Company Director Retirement Agreement This Agreement is made as of December 1, 2001, by and between The Middlefield Banking Company, an Ohio-chartered bank located in Middlefield, Ohio ("Middlefield Bank") and...Retirement Agreement • March 28th, 2002 • Middlefield Banc Corp • State commercial banks • Ohio
1 EXHIBIT 10.5 COLLATERAL ASSIGNMENT SPLIT DOLLAR AGREEMENT Insurer: Westfield Life Insurance Company Policy #: 80202433 Issue Date: October 18, 1995 Planned Annual Premium: $6,700 Owner: Thomas G. Caldwell Insured: Thomas G. Caldwell Lender: The...Dollar Agreement • June 14th, 2001 • Middlefield Banc Corp • State commercial banks
Blanket Agreement for Advances and Security AgreementMiddlefield Banc Corp • April 17th, 2001 • State commercial banks
EXHIBIT 10.17Income Agreement • March 30th, 2004 • Middlefield Banc Corp • State commercial banks • Ohio
AMENDED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 15th, 2023 • Middlefield Banc Corp • State commercial banks • Ohio
This AMENDED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of this 14th day of August, 2023, by and between Middlefield Banc Corp., an Ohio corporation (“Middlefield”), and Michael C. Ranttila, Chief Financial Officer, Treasurer and Executive Vice President of Middlefield (the “Executive”).
Severance AgreementSeverance Agreement • January 9th, 2008 • Middlefield Banc Corp • State commercial banks • Ohio
This Severance Agreement (this “Agreement”) is entered into effective as of this day of , 2008, by and between Middlefield Banc Corp., an Ohio corporation (“Middlefield”), and Teresa M. Hetrick (the “Executive”).
Severance AgreementSeverance Agreement • July 12th, 2006 • Middlefield Banc Corp • State commercial banks • Ohio
This Severance Agreement is entered into as of this 11th day of July, 2006, by and between Middlefield Banc Corp., an Ohio corporation (“Middlefield”), and James R. Heslop, II, Executive Vice President and Chief Operating Officer of Middlefield (the “Executive”).
MIDDLEFIELD BANC CORP. STOCK AWARD AGREEMENTStock Award Agreement • March 17th, 2023 • Middlefield Banc Corp • State commercial banks
The Middlefield Banking Company Executive Deferred Compensation AgreementMiddlefield Banking Company • March 15th, 2023 • Middlefield Banc Corp • State commercial banks • Ohio
This Executive Deferred Compensation Agreement (this “Agreement”) is entered into as of this 5th day of December, 2022, by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and Ronald L. Zimmerly, Jr. President of the Bank (the “Executive”).
The Middlefield Banking Company Executive Deferred Compensation AgreementCompensation Agreement • March 22nd, 2011 • Middlefield Banc Corp • State commercial banks • Ohio
This Executive Deferred Compensation Agreement (this “Agreement”) is entered into as of this 22nd day of September, 2010, by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and Jay P. Giles, Senior Vice President of the Bank (the “Executive”).
AMENDED AND RESTATED TRUST AGREEMENT among MIDDLEFIELD BANC CORP., as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees Dated...Trust Agreement • December 27th, 2006 • Middlefield Banc Corp • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 21, 2006, among (i) Middlefield Banc Corp., an Ohio corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Thomas G. Caldwell, an individual, James R. Heslop, II, an individual, and Donald L. Stacy, an individual, each of whose address is c/o Middlefield Banc Corp., 15985 East High Street, P. O. Box 35, Middlefield, Ohio 44062, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
The Middlefield Banking Company Amended Director Retirement AgreementRetirement Agreement • January 9th, 2008 • Middlefield Banc Corp • State commercial banks • Ohio
This Amended Director Retirement Agreement (this “Agreement”) is entered into as of , 200 by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and Donald E. Villers, a director of the Bank (the “Director”).
THE MIDDLEFIELD BANKING COMPANY EXECUTIVE RETENTION INCENTIVE AGREEMENTExecutive Retention Incentive Agreement • May 10th, 2022 • Middlefield Banc Corp • State commercial banks • Ohio
This Executive Retention Incentive Agreement (the “Agreement”) is hereby entered into effective January 1, 2022 (the “Effective Date”) by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and Michael L. Allen (the “Executive”).
MIDDLEFIELD BANC CORP. STOCK AWARD AGREEMENTStock Award Agreement • March 4th, 2016 • Middlefield Banc Corp • State commercial banks
PURCHASE AND ASSUMPTION AGREEMENT by and between THE COMMERCIAL SAVINGS BANK and EMERALD BANK Dated as of May 12, 2008Purchase and Assumption Agreement • May 14th, 2008 • Middlefield Banc Corp • State commercial banks • Ohio
This Agreement (“Agreement”), made this 12th day of May, 2008, by and between THE COMMERCIAL SAVINGS BANK, with its principal office in Upper Sandusky, Ohio, (hereinafter called “SELLER”) and EMERALD BANK, with its principal office in Dublin, Ohio, (hereinafter called “BUYER”).
Exhibit 10.4 SEVERANCE AGREEMENT This SEVERANCE AGREEMENT (this "Agreement") is entered into as of this 12th day of August, 2003, by and between Middlefield Banc Corp., an Ohio corporation ("Middlefield"), and Jay P. Giles, Senior Vice President (the...4 Severance Agreement • March 30th, 2004 • Middlefield Banc Corp • State commercial banks • Ohio
Executive Variable Benefit Deferred Compensation Agreement*Executive Variable Benefit Deferred Compensation Agreement • March 4th, 2020 • Middlefield Banc Corp • State commercial banks • Ohio
This Executive Variable Benefit Deferred Compensation Agreement (this “Agreement”) is entered into as of this 9th day of July, 2018, by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and Donald L. Stacy, Executive Vice President and Chief Financial Officer of the Bank (the “Executive”).
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 15, 2011 between MIDDLEFIELD BANC CORP. and BANK OPPORTUNITY FUND LLC Dated as of November 28, 2011Stock Purchase Agreement • March 20th, 2012 • Middlefield Banc Corp • State commercial banks
This THIRD AMENDMENT TO THE STOCK PURCHASE AGREEMENT, dated as of November 28, 2011(this “Amendment”), is entered into by and between Middlefield Banc Corp., an Ohio corporation (the “Company”), and Bank Opportunity Fund LLC, a Delaware limited liability company (the “Purchaser”). Certain capitalized terms used herein are defined in Section 7.17 of the Original Agreement (as hereafter defined).
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 15, 2011 between MIDDLEFIELD BANC CORP. and BANK OPPORTUNITY FUND LLC Dated as of October 20, 2011Stock Purchase Agreement • March 20th, 2012 • Middlefield Banc Corp • State commercial banks
This SECOND AMENDMENT TO THE STOCK PURCHASE AGREEMENT, dated as of October 20, 2011(this “Amendment”), is entered into by and between Middlefield Banc Corp., an Ohio corporation (the “Company”), and Bank Opportunity Fund LLC, a Delaware limited liability company (the “Purchaser”). Certain capitalized terms used herein are defined in Section 7.17 of the Original Agreement (as hereafter defined).
The Middlefield Banking Company Amended Executive Deferred Compensation Agreement*Amended Executive Deferred Compensation Agreement • March 4th, 2020 • Middlefield Banc Corp • State commercial banks • Ohio
This Amended Executive Deferred Compensation Agreement (this “Agreement”) is entered into as of this 8th day of May, 2008, by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and Donald L. Stacy, Treasurer and Chief Financial Officer of the Bank (the “Executive”).
AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • March 29th, 2006 • Middlefield Banc Corp • State commercial banks • Ohio
This Amended and Restated Severance Agreement (this “Agreement”) dated as of this day of , 2003, by and between Middlefield Banc Corp., an Ohio corporation (“Middlefield”), and Thomas G. Caldwell, President and Chief Executive Officer of Middlefield (the “Executive”), amends and restates in its entirety the Severance Agreement dated November 28, 2001 by and between Middlefield and the Executive.
THE MIDDLEFIELD BANKING COMPANY EXECUTIVE VARIABLE BENEFIT DEFERRED COMPENSATION AGREEMENTExecutive Variable Benefit Deferred Compensation Agreement • July 11th, 2018 • Middlefield Banc Corp • State commercial banks • Ohio
This EXECUTIVE VARIABLE BENEFIT DEFERRED COMPENSATION AGREEMENT (this “Agreement”) is entered into as of this 9th day of July, 2018, by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and James R. Heslop, II, Executive Vice President and Chief Operating Officer of the Bank (the “Executive”).
PURCHASE AND ASSUMPTION AGREEMENT by and between GEAUGA SAVINGS BANK and THE MIDDLEFIELD BANKING COMPANY Dated as of March 23, 2007Purchase and Assumption Agreement • March 29th, 2007 • Middlefield Banc Corp • State commercial banks • Ohio
This Agreement (“Agreement”), made this 23rd day of March, 2007, by and between GEAUGA SAVINGS BANK, with its principal office in Newbury, Ohio, (hereinafter called “SELLER”) and THE MIDDLEFIELD BANKING COMPANY, with its principal office in Middlefield, Ohio, (hereinafter called “BUYER”).
SIXTH AMENDMENT TO STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 15, 2011 between MIDDLEFIELD BANC CORP. and BANK OPPORTUNITY FUND LLC Dated as of August 23, 2012Stock Purchase Agreement • August 24th, 2012 • Middlefield Banc Corp • State commercial banks
This SIXTH AMENDMENT TO THE STOCK PURCHASE AGREEMENT, dated as of August 23, 2012 (this “Amendment”), is entered into by and between Middlefield Banc Corp., an Ohio corporation (the “Company”), and Bank Opportunity Fund LLC, a Delaware limited liability company (the “Purchaser”). Certain capitalized terms used herein are defined in Section 7.17 of the Original Agreement (as hereafter defined).
SPLIT-DOLLAR AGREEMENTSplit-Dollar Agreement • March 15th, 2023 • Middlefield Banc Corp • State commercial banks • Ohio
This SPLIT-DOLLAR AGREEMENT (this "Agreement made and entered into effective as of the 1'1 day of October 2010, by and between Liberty National Bank, a federal bank headquartered in the state of Ohio (the "Bank") and Ronald Zimmerly, (the "Insured").
The Middlefield Banking Company Amended Director Retirement AgreementMiddlefield Banking Company • January 9th, 2008 • Middlefield Banc Corp • State commercial banks • Ohio
This Amended Director Retirement Agreement (this “Agreement”) is entered into as of , 200 by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and Frances H. Frank, a director of the Bank (the “Director”).
PURCHASER’S RIGHTS AND VOTING AGREEMENTAdoption Agreement • August 18th, 2011 • Middlefield Banc Corp • State commercial banks • Ohio
This PURCHASER’S RIGHTS AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2011, by and among Middlefield Banc Corp., an Ohio corporation (the “Company”), Bank Opportunity Fund LLC, a Delaware limited liability company (including its permitted transferees or assigns, the “Purchaser”), and each of the Persons listed on Schedule I attached hereto, who currently serves as an officer or a director of the Company (each, an “Existing Shareholder” and collectively, the “Existing Shareholders”). The Parties hereto other than the Company are referred to individually as a “Shareholder” and collectively as “Shareholders.” The Purchaser, the Existing Shareholders and the Company are referred to individually as a “Party” and collectively as the “Parties.” This Agreement shall become effective as of the Closing (as defined therein) of that certain Stock Purchase Agreement, dated as of August 15, 2011, as amended (the “Stock Purchase Agreement”), by and between the Comp
AMENDED AND RESTATED PURCHASER’S RIGHTS AND VOTING AGREEMENTAdoption Agreement • April 23rd, 2012 • Middlefield Banc Corp • State commercial banks • Ohio
This AMENDED AND RESTATED PURCHASER’S RIGHTS AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 17, 2012, by and among Middlefield Banc Corp., an Ohio corporation (the “Company”), Bank Opportunity Fund LLC, a Delaware limited liability company (including its permitted transferees or assigns, the “Purchaser”), and each of the Persons listed on Schedule I attached hereto, who currently serves as an officer or a director of the Company (each, an “Existing Shareholder” and collectively, the “Existing Shareholders”). The Parties hereto other than the Company are referred to individually as a “Shareholder” and collectively as “Shareholders.” The Purchaser, the Existing Shareholders and the Company are referred to individually as a “Party” and collectively as the “Parties.” This Agreement shall become effective immediately upon execution and delivery hereof.
MIDDLEFIELD BANC CORP. STOCK AWARD AGREEMENTOmnibus Equity Plan • March 15th, 2023 • Middlefield Banc Corp • State commercial banks
AMENDMENT TO AMENDED AND RESTATED PURCHASER’S RIGHTS AND VOTING AGREEMENT DATED AS OF APRIL 17, 2012 between MIDDLEFIELD BANC CORP. and BANK OPPORTUNITY FUND LLC Dated as of August 23, 2012Rights and Voting Agreement • August 24th, 2012 • Middlefield Banc Corp • State commercial banks
This AMENDMENT TO THE AMENDED AND RESTATED PURCHASER’S RIGHTS AND VOTING AGREEMENT, dated as of August 23, 2012 (this “Amendment”), is entered into by and between Middlefield Banc Corp., an Ohio corporation (the “Company”), Bank Opportunity Fund LLC, a Delaware limited liability company (the “Purchaser”) , and each of the Persons listed on Schedule I attached hereto, each of whom currently serves as an officer or as a director of the Company (each, an “Existing Shareholder” and collectively, the “Existing Shareholders”).
SUBSCRIPTION AGREEMENT To Purchase the Common Stock of MIDDLEFIELD BANC CORP. 15985 East High Street Middlefield, Ohio 44062-9263 Attention: Mr. Thomas G. Caldwell, President and Chief Executive OfficerSubscription Agreement • July 17th, 2017 • Middlefield Banc Corp • State commercial banks • Ohio
AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JULY 28, 2016 BY AND AMONG MIDDLEFIELD BANC CORP., MBC INTERIM BANK, THE MIDDLEFIELD BANKING COMPANY, AND LIBERTY BANK, N.A.Agreement and Plan of Reorganization • July 28th, 2016 • Middlefield Banc Corp • State commercial banks • Ohio
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) dated as of July 28, 2016, is entered into by and among Middlefield Banc Corp., an Ohio corporation, The Middlefield Banking Company, an Ohio-chartered commercial bank, Liberty Bank, N.A., a national banking association (“Liberty Bank”) and MBC Interim Bank, an interim state-chartered commercial bank to be incorporated under the laws of the State of Ohio (“MBC Interim Bank”), which shall become a party upon its formation.
Executive Deferred Compensation AgreementMiddlefield Banking Company • August 7th, 2018 • Middlefield Banc Corp • State commercial banks • Ohio
This Executive Deferred Compensation Agreement (this “Agreement”) is entered into as of this 18th day of June, 2016 by and between The Middlefield Banking Company, an Ohio-chartered bank (the “Bank”), and Charles O. Moore, an executive of the Bank (the “Executive”).
