MBT FINANCIAL CORPORATION
RESTRICTED SHARE UNIT AGREEMENT
RESTRICTED SHARE UNIT AGREEMENT (the "Agreement") made as of the ____ day of _______, ____
(the "Grant Date"), between MBT Financial Corporation, a Michigan corporation ("MBT"), and
__________________ (the "Participant").
A. Employee is employed by MBT or a Subsidiary in a position MBT deems to be a key position.
B. MBT's Board of Directors adopted the MBT Financial Corp. 2008 Stock Incentive Plan (the "Plan") effective
May 1, 2008.
C. MBT desires to award restricted share units ("RSUs") to Employee under the Plan subject to the terms and
conditions of the Plan and this Agreement as set forth below.
D. Capitalized terms used but not defined herein shall have the meaning defined for them in the Plan.
Now, therefore, intending to be legally bound and in consideration of the mutual covenants set forth herein, the
parties hereto agree as follows:
1. GRANT OF PERFORMANCE RESTRICTED SHARE UNITS: MBT hereby grants to the Participant as of
the date hereof (the "Grant Date") an aggregate of ________ RSUs. Each RSU shall be equivalent to one
Common Share of MBT. The grant is in all respects limited and conditioned as hereinafter provided, and is
subject to the terms and conditions of the Plan now in effect as they may be amended from time to.
2. PERFORMANCE PERIOD: The Performance Period for the RSUs awarded herein shall be the three year
period beginning _____________ and ending ____________________.
3. PERFORMANCE SCHEDULE AND VESTING OF RSUS: RSUs awarded shall vest as of the last day of
the Performance Period in accordance with the following Performance Schedule based on MBT's three-year
cumulative fully diluted earnings per share ("EPS") computed under Generally Accepted Accounting Principles
(GAAP) during the Performance Period. The Compensation Committee of the Board of Directors reserves the
right to adjust the EPS presented in the annual report for extraordinary transactions which impact