Stock Only Stock Appreciation Rights Agreement
This AGREEMENT is entered into as of January 2, 2009 by and between MBT Financial Corp., a Michigan
corporation (“MBT”) and (“Employee”).
Now, Therefore, intending to be legally bound and in consideration of the mutual covenants set forth herein, the
parties hereto agree as follows:
Notwithstanding anything to the contrary in the Plan regarding vesting upon death, Disability, Change in Control
or retirement, all unvested SOSARs shall immediately vest only upon and to the following extent:
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 a Stock Only Stock Appreciation Right, herein after referred to as a SOSAR.
D. In exchange for the award of the SOSAR, Employee is willing to agree to certain restrictions upon the
conduct of Employee, which are set forth in Section 7 of this SOSAR Agreement.
E. Capitalized terms used but not defined herein shall have the meaning defined for them in the Plan.
1. Grant of SOSAR. MBT hereby awards a SOSAR with respect to ___Common Shares to Employee, subject
to the terms and conditions stated herein and in the Plan. Employee has reviewed the Plan and agrees to be
bound by the terms, conditions and restrictions set forth therein and in this Agreement as to exercise of the
2. Exercise Price. The SOSAR shall be exercisable by Employee at the price of $3.03 per Common Share, the
Fair Market Value of a Common Share on the date hereof.
3. Exercise of SOSAR. Employee may, in accordance with and subject to the terms of the Plan, exercise the
SOSAR by giving written notice of exercise to the Company specifying the number of shares in respect of
which the SOSAR is being exercised. Upon exercise and satisfaction of the