o
|
Preliminary
proxy statement.
|
¨
|
Confidential,
for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
|
x
|
Definitive
proxy statement.
|
o
|
Definitive
additional materials.
|
¨
|
Soliciting
materials pursuant to Rule 14a-11(c) or Rule
14a-12.
|
MBT Financial Corp.
|
(Name
of Registrant as Specified in Its
Charter)
|
(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
|
(1)
|
Title
of each class of security to which transaction
applies:
|
|
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed
pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated
and state how it was
determined):
|
|
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
|
|
(5)
|
Total
fee paid:
|
|
|
¨
|
Fee
paid previously with preliminary
materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
|
|
1.
|
Proposal One - To elect
ten directors of MBT Financial
Corp.
|
|
2.
|
Proposal Two –
To act on a proposed amendment to the Articles of Incorporation to
increase the total number of authorized shares of Common Stock from
30,000,000 to 300,000,000.
|
|
3.
|
Proposal Three –
To act on a proposed amendment to the Articles of Incorporation to
authorize the issuance of up to 10,000,000 shares of preferred
stock.
|
|
4.
|
Proposal Four
– To approve the adjournment of the Annual Meeting, if
necessary, to solicit additional proxies, in the event there are not
sufficient votes at the time of the Annual Meeting to adopt the proposed
amendments to the Articles of Incorporation to increase the number of
authorized shares of common stock and authorize a new class of preferred
stock as set forth in Proposals Two and
Three.
|
|
5.
|
To
transact such other business as may properly come before the meeting or
any adjournment of it.
|
By
order of the Board of Directors,
|
|
![]() |
|
H.
Douglas Chaffin, President and
|
|
Chief
Executive Officer
|
Your
vote is important. Even if you plan to attend the meeting, please
complete, date and sign the enclosed proxy and return it promptly in the
enclosed envelope or follow the voting instructions for telephone
voting.
|
Date,
Time and Place of the Annual Meeting
|
1
|
|
Introduction
|
1
|
|
Important
Notice regarding the Availability of Proxy Materials for
the
|
||
Shareholder
Meeting to be held on May 6, 2010
|
1
|
|
General
Information about the Meeting and Voting Securities and
Procedures
|
1
|
|
Ownership
of Voting Shares
|
5
|
|
Proposal
One – The Election of Directors
|
7
|
|
Proposals
Two and Three – The Proposals to Amend the Articles of
Incorporation
|
10
|
|
Proposal
Four – Provide the authority to adjourn the Annual Meeting
|
14
|
|
Corporate
Governance
|
15
|
|
Audit
Committee Report
|
21
|
|
Principal
Accounting Firm Fees
|
22
|
|
Compensation
Discussion and Analysis
|
22
|
|
Compensation
Committee Report on Executive Compensation
|
32
|
|
Additional
Information Regarding Compensation
|
33
|
|
Director
Compensation
|
48
|
|
Director
Independence and Related Party Transactions
|
52
|
|
Review,
Approval or Ratification of Transactions with Related
Persons
|
53
|
|
Section
16(a) Beneficial Ownership Reporting Compliance
|
53
|
|
Selection
of Auditors
|
53
|
|
Other
Business
|
54
|
|
Delivery
of Documents to Shareholders Sharing an Address
|
54
|
|
¨
|
held
directly in your name; and
|
|
¨
|
held
for you in an account with a broker, bank or other nominee (shares held in
“street name”).
|
|
¨
|
are
present and vote in person at the meeting;
or
|
|
¨
|
have
properly submitted a proxy card or have voted electronically or by
telephone prior to the meeting.
|
Item
|
|
Vote Required
|
|
Election
of directors
|
Directors
are elected by a plurality of the votes cast at the Annual
Meeting
|
||
Amendment
to the Articles of Incorporation to increase the number of shares of
authorized common stock
|
Approval
of the majority of the outstanding shares entitled to vote at the Annual
Meeting
|
||
Amendment
to the Articles of Incorporation to authorize the issuance of preferred
stock
|
Approval
of the majority of the outstanding shares entitled to vote at the Annual
Meeting
|
||
Adjournment,
Postponement or Continuation of the Annual
Meeting
|
Approval
of the majority of the votes cast at the Annual Meeting
|
|
¨
|
Vote
“FOR” all of the nominees for
director
|
|
¨
|
Withhold
votes on all of the nominees for
director
|
|
¨
|
Withhold
votes for one or more nominees
|
|
¨
|
Abstain
from voting
|
|
¨
|
Vote
“FOR”
|
|
¨
|
Vote
“AGAINST”
|
|
¨
|
Abstain
from voting
|
|
¨
|
By
Mail – You may vote by mail by signing and dating your proxy card and
mailing it in the envelope provided. You should sign your name exactly as
it appears on the proxy card. If you are signing in a
representative capacity (for example as guardian, trustee, custodian,
attorney or officer of a corporation), you should indicate your name and
title or capacity.
|
|
¨
|
By
Phone – You may vote by phone by calling 1-800-690-6903 and following the
instructions given.
|
|
¨
|
By
Internet – You may vote by internet at www.proxyvote.com.
|
|
¨
|
If
you are a shareholder of record, to vote your shares at the meeting you
should bring the enclosed proxy card and proof of
identity.
|
|
¨
|
If
you hold your shares in street name, you must obtain a proxy in your name
from your bank, broker or other holder of record in order to vote at the
meeting.
|
Name of Beneficial Owner
|
Common Shares
Owned (1)
|
Percent of Class
|
||||||
Peter
H. Carlton
|
60,000 |
(2)
|
* | |||||
H.
Douglas Chaffin
|
143,000 |
(3)
|
* | |||||
Joseph
S. Daly
|
45,827 |
(4)
|
* | |||||
Edwin
L. Harwood
|
114,721 |
(5)
|
* |
Thomas
M. Huner
|
58,000 |
(6)
|
* |
Name of Beneficial Owner
|
Common Shares
Owned (1)
|
Percent of Class
|
||||||
Rocque
E. Lipford
|
22,059 |
(7)
|
* | |||||
William
D. McIntyre, Jr.
|
57,907 |
(8)
|
* | |||||
Scott
E. McKelvey
|
50,235 |
(9)
|
* | |||||
Michael
J. Miller
|
27,000 |
(10)
|
* | |||||
James
E. Morr
|
135,501 |
(11)
|
* | |||||
Thomas
G. Myers
|
67,151 |
(12)
|
* | |||||
Debra
J. Shah
|
10,000 |
(13)
|
* | |||||
John
L. Skibski
|
58,235 |
(14)
|
* | |||||
Philip
P. Swy
|
16,647 |
(15)
|
* | |||||
Karen
M. Wilson
|
5,500 |
(16)
|
* | |||||
All
Directors, Nominees and Executive Officers as a Group (16 in
group)
|
951,989 | 5.9 | % |
(1)
|
Except
as otherwise noted, none of the named individuals shares with another
person either voting or investment power as to the shares
reported.
|
(2)
|
Includes
56,000 shares subject to shared voting and investment power and 4,000
shares subject to options which are presently
exercisable.
|
(3)
|
Includes
113,500 shares subject to options, which are presently exercisable and
2,500 shares which are restricted until December 31,
2011.
|
(4)
|
Includes
5,979 shares subject to shared voting and investment power and 39,848
share units issued under the director deferred compensation
plan.
|
(5)
|
Includes
74,180 subject to shared voting and investment power and 39,541 shares
owned by clients of Harwood Investment Strategies, LLC for which the
director has investment authority and disclaims beneficial
ownership.
|
(6)
|
Includes
14,131shares subject to shared voting and investment power and 4,000
shares subject to options which are presently
exercisable.
|
(7)
|
Includes
277 shares subject to shared voting and investment power, and 7,407 shares
subject to options which are presently
exercisable.
|
(8)
|
Includes
7,407 shares subject to options, which are presently
exercisable.
|
(9)
|
Includes
1,092 shares subject to shared voting and investment power, 41,735 shares
subject to options, which are presently exercisable, and 2,500 shares
which are restricted until December 31,
2011.
|
(10)
|
Includes
27,000 shares subject to shared voting and investment
power.
|
(11)
|
Includes
72,001 shares subject to options, which are presently exercisable, and
2,500 shares restricted until December 31,
2011.
|
(12)
|
Includes
51,901 shares subject to options, which are presently exercisable, and
2,500 shares restricted until December 31,
2011.
|
(13)
|
Includes
4,000 shares subject to options, which are presently
exercisable.
|
(14)
|
Includes
3,900 shares subject to shared voting and investment power, 42,735 shares
subject to options, which are presently exercisable, and 2,500 shares
restricted until December 31, 2011.
|
(15)
|
Includes
5,070 shares subject to shared voting and investment power and 7,093
shares subject to options, which are presently
exercisable.
|
(16)
|
Includes
4,000 shares subject to options, which are presently
exercisable.
|
Name and Address of
Beneficial Owner
|
Common Shares Owned
|
Percent of Class
|
||||||
John
F. Weaver
305
West Elm Avenue
Monroe,
Michigan 48162
|
900,100 | 5.5 | % |
Name, Age, Principal Occupation for the Past Five Years, and
Qualifications as a Director
|
Positions and
Offices Held with
the Corporation
|
Director
Since
|
|||
Peter
H. Carlton, 61, is a Member of Cooley, Hehl, Wohlgamuth and Carlton, PLLC,
a Certified Public Accounting firm.
Mr.
Carlton has been a certified public accountant since 1974, and as a member
of a CPA firm for more than 30 years, he has significant financial
knowledge. Due to his experience in preparing financial
statements and conducting audits he serves as the Chairman of our Audit
Committee and is the designated “financial expert”.
|
Director
|
2004
|
Name, Age, Principal Occupation for the Past Five Years, and
Qualifications as a Director
|
Positions and
Offices Held with
the Corporation
|
Director
Since
|
|||
H.
Douglas Chaffin, 54, is the President and Chief Executive Officer of MBT
Financial Corp. and Monroe Bank & Trust.
Mr.
Chaffin has a long history of leadership roles in the banking industry,
having served in an executive capacity with First Michigan Bank Corp and
Huntington National Bank. He is also the Immediate Past Chairman of the
Michigan Bankers’ Association and on the Government Relations Council of
the American Bankers Association.
|
President,
Chief Executive Officer and a Director
|
2004
|
|||
Joseph
S. Daly, 50, is the President and General Counsel of Daly Merritt
Properties, Inc. and Assistant Dean of the University of Detroit Mercy
School of Law.
Mr.
Daly has a vast background of experience in insurance, law, real estate,
and banking obtained throughout his career, which has included service as
a director of Charter National Bank and Charter One Bank.
|
Director
|
2003
|
|||
Edwin
L. Harwood, 55, has been a Member and Manager of Harwood Investment
Strategies LLC, a registered investment advisory firm he formed in 2005.
Prior to that he was the General Manager of Ed Harwood Buick-Pontiac Inc.,
an automotive retailer.
Mr.
Harwood’s financial experience includes a Bachelor of Arts degree in
Financial Administration, and more than 25 years of experience managing an
automotive retailer, including supervising the accounting function. He
also has five years of professional investment experience.
|
Director
|
2009
|
|||
Thomas
M. Huner, 60, is the Owner of Thomas M. Huner Builders, a home building
company.
Mr.
Huner has entrepreneurial business knowledge obtained by being a self
employed building contractor for 29 years. He has in-depth knowledge of
the home building industry and he has developed a strong knowledge of the
company and the banking industry during his 10 years of service on our
board.
|
Director
|
2000
|
|||
Michael
J. Miller, 61, is the Chief Executive Officer of Floral City Beverage
Inc., a wholesale beer distributor.
Mr.
Miller has a broad based knowledge of business, having been the CEO of his
company since 1982. In addition to his ten years of service on our board,
he was a Director of Security Bank of Monroe and has served in leadership
roles on numerous non-profit and trade related boards and
committees.
|
Vice
Chairman of the Board of Directors
|
2000
|
Name, Age, Principal Occupation for the Past Five Years, and
Qualifications as a Director
|
Positions and
Offices Held with
the Corporation
|
Director
Since
|
|||
Debra
J. Shah, 63, is the President of Sensational Beginnings, a catalog and
internet retailer of children’s products.
Mrs.
Shah is an entrepreneur with over 21 years of experience as the President
and owner of her company, a local business with national and international
sales. She has experience in management, finance, and budgeting. She has
also served as a board member of Mercy Memorial Hospital.
|
Director
|
2006
|
|||
John
L. Skibski, 45, is the Executive Vice President and Chief Financial
Officer of MBT Financial Corp. and Monroe Bank & Trust. He is also a
Director of the Federal Home Loan Bank of Indianapolis.
Mr.
Skibski has an MBA degree in Finance and has the Certified Management
Accountant and Certified in Financial Management designations from the
Institute of Management Accountants. He has obtained extensive knowledge
of bank investments, treasury management, and asset/liability management
during his 24 year career with Security Bank of Monroe, First of America
Bank, and Monroe Bank & Trust. He has also gained knowledge through
his service on the Audit Committee of the Federal Home Loan Bank of
Indianapolis.
|
Executive
Vice President, Chief Financial Officer and a Director
|
2008
|
|||
Philip
P. Swy, 56, is the President of Michigan Tube Swagers & Fabricators
Inc., a hospitality table and chair manufacturer marketing as MTS
Seating.
Mr.
Swy has obtained an extensive background of executive, marketing, and
managerial experience in his career with MTS and its affiliated companies.
He has also obtained a great deal of knowledge in banking in his 13 years
of service as a Director and member of the Audit Committee
|
Director
|
1997
|
|||
Karen
M. Wilson, 65, has been the President of the Karen Colina Wilson
Foundation since 2007. Prior to that she was the Chairman and Chief
Executive Officer of Central Distributors of Beer, a wholesale beer
distributor.
As
President and CEO of Central Distributors, Ms. Wilson gained experience in
strategic planning and financial analysis. Her financial background
included supervision of the financial officer and prior to becoming
president she was responsible for operations. Ms. Wilson has an extensive
background of leadership in charitable organizations, and is currently a
director for First Step, Downriver Council of Arts, Everybody Ready, and
the Southern Wayne County Regional Chamber.
|
Director
|
2005
|
Name, Age, Principal Occupation for the Past Five Years, and
Qualifications as a Director
|
Positions and
Offices Held with
the orporation
|
Director
Since
|
|||
Non-continuing Directors
|
|||||
Rocque
E. Lipford, 71, recently retired from his position Of Counsel to Miller
Canfield Paddock and Stone. He also serves as a Director of La-Z-Boy,
Inc.
|
Director
|
1981
|
|||
William
D. McIntyre, Jr., 74, is Chairman and LLC Manager of Allegra Network LLC,
a franchisor of printing and sign businesses.
|
Chairman
of the Board of Directors
|
1971
|
Director
|
Audit
|
Compensation
|
Governance
|
|||||||
Peter
H. Carlton
|
ü
|
(Chair)
|
ü
|
ü
|
||||||
Joseph
S. Daly
|
||||||||||
Edwin
L. Harwood
|
ü
|
|||||||||
Thomas
M. Huner
|
ü
|
(Chair)
|
ü
|
|||||||
Rocque
E. Lipford
|
ü
|
|||||||||
William
D. McIntyre, Jr.
|
ü
|
ü
|
(Chair)
|
|||||||
Michael
J. Miller
|
ü
|
ü
|
ü
|
|||||||
Debra
J. Shah
|
ü
|
|||||||||
Philip
P. Swy
|
ü
|
ü
|
||||||||
Karen
M. Wilson
|
·
|
Market
pay data and related analysis;
|
·
|
Timely
and relevant information on industry and peer group pay
practices;
|
·
|
Guidance
on alternative approaches to delivering compensation to executive officers
and directors consistent with the Board’s compensation philosophies and
objectives;
|
·
|
Modeling
of financial and compensation impact of pay plan
alternatives;
|
·
|
Current
and projected values for each element of compensation delivered to
executive officers;
|
·
|
Technical
briefings on statutes and regulations impacting executive compensation and
related compliance;
|
·
|
Support
as required in preparing plan documents, agreements and disclosures;
and
|
·
|
Administrative
support relating to maintaining reports, documents, and
analysis.
|
2009
|
2008
|
|||||||||
Audit
Fees
|
$ | 192,350 | $ | 180,100 | ||||||
Audit-Related
Fees
|
51,300 |
(a)
|
43,950 |
(a)
|
||||||
Tax
Fees
|
14,400 |
(b)
|
14,400 |
(b)
|
||||||
All
Other Fees
|
42,370 |
(c)
|
57,940 |
(c)
|
||||||
$ | 300,420 | $ | 296,390 |
(a)
|
Includes
fees for services related to information technology external testing and
the audit of the Bank’s mortgage lending
subsidiary.
|
(b)
|
Includes
fees for services related to tax compliance and tax
planning.
|
(c)
|
Includes
fees for regulatory compliance review, website design, and miscellaneous
consultations.
|
|
·
|
The
executive management team should be rewarded as a group for the financial
performance of the Corporation, and also rewarded for individual
performance;
|
|
·
|
The
level of total compensation opportunity for each individual executive
officer should
|
|
·
|
A
significant portion of total direct compensation should be at risk, with
the opportunity for executive officers to earn correspondingly meaningful
and competitive amounts of compensation relative to performance that
drives growth in shareholder value;
|
|
·
|
Executive
officers should be expected to retain a meaningful level of ownership in
MBT Financial Corp. stock as a means of aligning the interests of
management with those of
shareholders;
|
|
·
|
Incentive
compensation should be structured to focus management on achieving annual
financial objectives in a manner that supports and drives the company’s
long term success and profitability;
and
|
|
·
|
Elements
of compensation other than direct pay, including perquisites, personal
benefits, or protection agreements should serve a balance of interests
among executives, the Corporation, customers, and
shareholders.
|
·
|
base
salary;
|
·
|
total
cash compensation (i.e., base salary plus annual incentive awards );
and
|
·
|
total
direct compensation (i.e., total cash compensation plus targeted long term
incentive compensation).
|
Peer Company
|
Location
|
2008 Asset Size ($000)
|
||
Lakeland
Financial Corporation
|
Warsaw,
IN
|
2,377,445
|
||
First
Financial Corporation.
|
Terre
Haute, IN
|
2,302,675
|
||
Mercantile
Bank Corporation
|
Grand
Rapids, MI
|
2,121,403
|
||
Macatawa
Bank Corp.
|
Holland,
MI
|
2,149,372
|
||
Peoples
Bancorp Inc.
|
Marietta,
OH
|
2,002,338
|
||
Mercantile
Bancorp, Inc.
|
Quincy,
IL
|
1,774,983
|
||
Porter
Bancorp, Inc.
|
Louisville,
KY
|
1,647,857
|
||
S.Y.
Bancorp Inc.
|
Lousiville,
KY
|
1,628,763
|
||
QCR
Holdings, Inc.
|
Moline,
IL
|
1,605,629
|
||
Firstbank
Corporation
|
Alma,
MI
|
1,425,340
|
||
Centrue
Financial Corp.
|
Ottawa,
IL
|
1,401,881
|
||
Horizon
Bancorp
|
Michigan
City, IN
|
1,306,857
|
||
Bank
of Kentucky Financial Corp.
|
Crestview
Hills, KY
|
1,255,382
|
||
German
American Bancorp
|
Jasper,
IN
|
1,190,828
|
|
·
|
Base salary
(refer to column (c) of Summary Compensation
Table)
|
|
·
|
Annual incentive
awards (refer to columns (d) and (g) of Summary Compensation
Table)
|
|
·
|
Long Term Incentive
Compensation in the form of Equity grants or awards (refer to
columns (e) and (f) of Summary Compensation
Table)
|
|
·
|
Perquisites and
personal benefits (refer to Column (i) of Summary Compensation
Table, and Payments or Benefits in Connection with Termination of
Employment or Change-in-Control)
|
|
·
|
Supplemental
retirement benefits (refer to Column (h) of Summary Compensation
Table and Pension table)
|
|
·
|
Severance and/or
change-in-control agreements (refer to Payments or Benefits in
Connection with Termination of Employment or
Change-in-Control)
|
Fully Diluted EPS for 2009
Performance Period
|
Percent of RSU Grant Awarded and
subject to vesting requirement
|
|
$0.15
|
100%
|
|
$0.10
|
75%
|
|
$0.05
|
50%
|
|
Below
$0.05
|
0%
|
Named
Executive
Officer
|
Base Salary
|
Target Bonus
|
Target Long
Term Incentive
Compensation
|
Total Direct
Compensation
|
||||||||||||
CEO
|
46 | % | 35 | % | 19 | % | 100 | % | ||||||||
All
Other NEOs
|
59 | % | 24 | % | 17 | % | 100 | % |
|
·
|
The
annual cash incentive plan and the equity based long term incentive
compensation plan reflect a balance of reward for annual profitability,
sustained long term financial performance, and growth in share
value.
|
|
·
|
The
policy of requiring retention of any net shares delivered through the long
term incentive compensation plan for at least a one year period
strengthens the alignment of executives with
shareholders
|
|
·
|
The
value of stock awards and the Supplemental Executive Retirement Plan for
the CEO collectively represents wealth accumulation that will be monitored
by the Board to assure delivery of reasonable, fair, and competitive
compensation that is aligned with the stated executive compensation
philosophies.
|
|
·
|
Payments
or benefits triggered by death, disability, termination without cause, or
change-in-control share a common purpose of providing a reasonable and
fair level of protection against loss of income or benefits in connection
with events over which the executive has no
control.
|
Compensation
Committee
|
|
Thomas
M. Huner, Chair
|
|
Peter
H. Carlton
|
|
Edwin
L. Harwood
|
|
Michael
J. Miller
|
|
Debra
J. Shah
|
|
Philip
P. Swy
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
(#1)
|
Option
Awards
($)
(#2)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
(#3)
|
All Other
Compensation
($)
(#4)
|
Total
($)
|
|||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||||||||
H.
Douglas Chaffin
|
2009
|
297,682 | - | 25,755 | 8,060 | - | 40,868 | 24,623 | 396,988 | |||||||||||||||||||||||||
President & Chief Executive
|
2008
|
297,682 | - | 51,180 | 21,545 | - | 68,321 | 26,411 | 465,139 | |||||||||||||||||||||||||
Officer (PEO)
|
2007
|
277,642 | - | 91,980 | 42,780 | 119,525 | 40,844 | 25,330 | 598,101 | |||||||||||||||||||||||||
John
L. Skibski
|
2009
|
156,192 | - | 14,241 | 3,016 | - | - | 12,875 | 186,324 | |||||||||||||||||||||||||
EVP
& Chief Financial
|
2008
|
156,192 | - | 18,766 | 8,062 | - | - | 15,301 | 198,321 | |||||||||||||||||||||||||
Officer (PFO)
|
2007
|
143,737 | - | 33,726 | 16,008 | 32,750 | - | 14,394 | 240,615 | |||||||||||||||||||||||||
Thomas
G. Myers
|
2009
|
157,993 | - | 14,241 | 3,016 | - | - | 13,250 | 188,500 | |||||||||||||||||||||||||
EVP,
Chief Lending
|
2008
|
157,993 | - | 18,766 | 8,062 | - | - | 15,929 | 200,750 | |||||||||||||||||||||||||
Manager
|
2007
|
148,017 | - | 33,726 | 16,008 | 33,961 | - | 15,069 | 246,781 | |||||||||||||||||||||||||
James
E. Morr
|
2009
|
146,576 | - | 14,241 | 3,016 | - | - | 13,050 | 176,883 | |||||||||||||||||||||||||
EVP,
General Counsel
|
2008
|
146,576 | - | 18,766 | 8,062 | - | - | 15,478 | 188,882 | |||||||||||||||||||||||||
and
Chief Risk Officer
|
2007
|
138,280 | - | 33,726 | 16,008 | 31,507 | - | 14,536 | 234,057 | |||||||||||||||||||||||||
Scott
E. McKelvey
|
2009
|
150,610 | - | 13,635 | 3,016 | - | - | 15,097 | 182,358 | |||||||||||||||||||||||||
EVP,
Senior Wealth
|
2008
|
150,610 | - | 18,766 | 8,062 | - | - | 12,646 | 190,084 | |||||||||||||||||||||||||
Management
Officer
|
2007
|
141,345 | - | 30,660 | 13,248 | 32,219 | - | 13,144 | 230,616 |
(1)
|
Reflects
the aggregate grant date fair value of equity grants made during the year.
Performance Stock Units and Restricted Share Units are reported at the
value of maximum payout attainable. The values reported in this column for
2007 were not awarded because the performance requirement was not met. The
performance requirement is not expected to be met for the 2008 grants and
the values reported in this column for 2008 are not expected to be
awarded. The values reported in this column for 2009 include $7,575 for
each of the named executives representing value of the restricted shares
granted. The remainder of each executive’s 2009 value represents the value
of the RSU grants, which will not be awarded because the performance
requirement was not met.
|
(2)
|
Reflects
the aggregate grant date fair value of stock options and SOSAR grants made
during the year.
|
(3)
|
Reports
increase in present value of Supplemental Executive Retirement Benefit
accrual for the given year. Refer to Pension Benefits table for
explanation of benefit and disclosure of present value of accumulated
benefit as of December 31,
2009.
|
(4)
|
Includes
contributions to the MBT Retirement Plan and certain life insurance
premiums paid by the Corporation for the benefit of the Named Executive
Officer to provide the benefit under the terms of the Death Benefit Only
plan for certain executive
officers.
|
Name
|
Retirement Contributions ($)
|
Life Insurance Premiums ($)
|
Total ($)
|
|||||||||
H.
Douglas Chaffin
|
20,608 | 4,014 | 24,622 | |||||||||
John
L. Skibski
|
12,400 | 475 | 12,875 | |||||||||
Thomas
G. Myers
|
12,542 | 708 | 13,250 | |||||||||
James
E. Morr
|
11,637 | 1,413 | 13,050 | |||||||||
Scott
E. McKelvey
|
11,969 | 622 | 12,591 |
Date
Equity
Grant
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Stock Units
|
All Other
Stock
Awards:
Number
Of
Securities
Under
Lying
Options
|
Exercise or
Base Price
Of Option
Awards
|
Grant
Date Fair
Value of
Stock &
Equity
Awards
|
|||||||||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Approved
By Board
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
(#)
|
(#)
|
($/Share)
(#1)
|
($)
(#2)
|
|||||||||||||||||||||||||||||
(a)
|
(b)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
|||||||||||||||||||||||||||||
H. Douglas
|
1/02/2009
|
12/18/2008
|
3,000 | 6,000 | 18,180 | ||||||||||||||||||||||||||||||||||||
Chaffin
|
6/04/2008
|
6/26/2008
|
3,000 | 6,000 | 51,180 | ||||||||||||||||||||||||||||||||||||
(PEO)
|
1/03/2007
|
12/21/2006
|
3,000 | 6,000 | 91,980 | ||||||||||||||||||||||||||||||||||||
H. Douglas
|
1/02/09
|
12/18/2008
|
2,500 | 7,575 | |||||||||||||||||||||||||||||||||||||
Chaffin
|
1/02/2009
|
12/18/2008
|
15,500 | $ | 3.03 | 8,060 | |||||||||||||||||||||||||||||||||||
(PEO)
|
6/04/2008
|
6/26/2008
|
15,500 | $ | 8.53 | 21,545 | |||||||||||||||||||||||||||||||||||
1/03/2007
|
12/21/2006
|
15,500 | $ | 15.33 | 42,780 | ||||||||||||||||||||||||||||||||||||
John
L.
|
1/02/2009
|
12/18/2008
|
1,100 | 2,200 | 6,666 | ||||||||||||||||||||||||||||||||||||
Skibski
|
6/04/2008
|
6/26/2008
|
1,100 | 2,200 | 18,766 | ||||||||||||||||||||||||||||||||||||
(PFO)
|
1/03/2007
|
12/21/2006
|
1,100 | 2,200 | 33,726 | ||||||||||||||||||||||||||||||||||||
John
L.
|
1/02/2009
|
12/18/2008
|
2,500 | 7,575 | |||||||||||||||||||||||||||||||||||||
Skibski
|
1/02/2009
|
12/18/2008
|
5,800 | $ | 3.03 | 3,016 | |||||||||||||||||||||||||||||||||||
(PFO)
|
6/04/2008
|
6/26/2008
|
5,800 | $ | 8.53 | 8,062 | |||||||||||||||||||||||||||||||||||
1/03/2007
|
12/21/2006
|
5,800 | $ | 15.33 | 16,008 | ||||||||||||||||||||||||||||||||||||
Thomas
G.
|
1/02/2009
|
12/18/2008
|
1,100 | 2,200 | 6,666 | ||||||||||||||||||||||||||||||||||||
Myers
|
6/04/2008
|
6/26/2008
|
1,100 | 2,200 | 18,766 | ||||||||||||||||||||||||||||||||||||
1/03/2007
|
12/21/2006
|
1,100 | 2,200 | 33,726 | |||||||||||||||||||||||||||||||||||||
Thomas
G.
|
1/02/2009
|
12/18/2008
|
2,500 | 7,575 | |||||||||||||||||||||||||||||||||||||
Myers
|
1/02/2009
|
12/18/2008
|
5,800 | $ | 3.03 | 3,016 | |||||||||||||||||||||||||||||||||||
6/04/2008
|
6/26/2008
|
5,800 | $ | 8.53 | 8,062 | ||||||||||||||||||||||||||||||||||||
1/03/2007
|
12/21/2006
|
5,800 | $ | 15.33 | 16,008 | ||||||||||||||||||||||||||||||||||||
James
E.
|
1/02/2009
|
12/18/2008
|
1,100 | 2,200 | 6,666 | ||||||||||||||||||||||||||||||||||||
Morr
|
6/04/2008
|
6/26/2008
|
1,100 | 2,200 | 18,766 | ||||||||||||||||||||||||||||||||||||
1/03/2007
|
12/21/2006
|
1,100 | 2,200 | 33,726 | |||||||||||||||||||||||||||||||||||||
James
E.
|
1/02/2009
|
12/18/2008
|
2,500 | 7,575 | |||||||||||||||||||||||||||||||||||||
Morr
|
1/02/2009
|
12/18/2008
|
5,800 | $ | 3.03 | 3,016 | |||||||||||||||||||||||||||||||||||
6/04/2008
|
6/26/2008
|
5,800 | $ | 8.53 | 8,062 | ||||||||||||||||||||||||||||||||||||
1/03/2007
|
12/21/2006
|
5,800 | $ | 15.33 | 16,008 | ||||||||||||||||||||||||||||||||||||
Scott
E.
|
1/02/2009
|
12/18/2008
|
1,000 | 2,000 | 6,060 | ||||||||||||||||||||||||||||||||||||
McKelvey
|
6/04/2008
|
6/26/2008
|
1,000 | 2,000 | 18,766 | ||||||||||||||||||||||||||||||||||||
1/03/2007
|
12/21/2006
|
1,000 | 2,000 | 30,660 | |||||||||||||||||||||||||||||||||||||
Scott
E.
|
1/02/2009
|
12/18/2008
|
2,500 | 7,575 | |||||||||||||||||||||||||||||||||||||
McKelvey
|
1/02/2009
|
12/18/2008
|
5,800 | $ | 3.03 | 3,016 | |||||||||||||||||||||||||||||||||||
6/04/2008
|
6/26/2008
|
5,800 | $ | 8.53 | 8,062 | ||||||||||||||||||||||||||||||||||||
1/03/2007
|
12/21/2006
|
4,800 | $ | 15.33 | 13,248 |
(1)
|
Exercise
price is the average of the lowest and highest grant date selling price on
the exchange, as provided for under the MBT Financial Corp. Long-Term
Incentive Compensation Plan.
|
(2)
|
Reflects
grant date fair value of performance stock units and stock options,
computed in accordance with FAS 123R. Refer to financial statements for
assumptions applied in valuation of Equity
Awards.
|
(a)
|
(b)
|
( c )
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||||||||||||||||||||||||
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(#1)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
(#2)
|
||||||||||||||||||||||||
H.
Douglas Chaffin
|
19,000 | - | - | 13.20 |
1/2/2013
|
||||||||||||||||||||||||||||
(PEO)
|
20,000 | - | - | 16.69 |
1/2/2014
|
||||||||||||||||||||||||||||
28,000 | - | - | 23.40 |
1/3/2015
|
|||||||||||||||||||||||||||||
15,500 | - | - | 16.24 |
1/3/2016
|
3,000 | $ | 4,500 | ||||||||||||||||||||||||||
15,500 | - | - | 15.33 |
1/3/2017
|
|||||||||||||||||||||||||||||
10,334 | 5,166 | - | 8.53 |
6/4/2018
|
|||||||||||||||||||||||||||||
5,166 | 10,334 | - | 3.03 |
1/2/2019
|
|||||||||||||||||||||||||||||
John
L. Skibski
|
1,000 | - | - | 13.85 |
1/2/2012
|
||||||||||||||||||||||||||||
(PFO)
|
2,334 | - | - | 13.20 |
1/2/2013
|
||||||||||||||||||||||||||||
11,000 | - | - | 16.69 |
1/2/2014
|
|||||||||||||||||||||||||||||
11,000 | - | - | 23.40 |
1/3/2015
|
|||||||||||||||||||||||||||||
5,800 | - | - | 16.24 |
1/3/2016
|
1,100 | $ | 1,650 | ||||||||||||||||||||||||||
5,800 | - | - | 15.33 |
1/3/2017
|
|||||||||||||||||||||||||||||
3,868 | 1,932 | - | 8.53 |
6/4/2018
|
|||||||||||||||||||||||||||||
1,933 | 3,867 | - | 3.03 |
1/2/2019
|
|||||||||||||||||||||||||||||
Thomas
G. Myers
|
9,500 | - | - | 13.20 |
1/2/2013
|
||||||||||||||||||||||||||||
12,500 | - | - | 16.69 |
1/2/2014
|
|||||||||||||||||||||||||||||
12,500 | - | - | 23.40 |
1/3/2015
|
|||||||||||||||||||||||||||||
5,800 | - | - | 16.24 |
1/3/2016
|
1,100 | $ | 1,650 | ||||||||||||||||||||||||||
5,800 | - | - | 15.33 |
1/3/2017
|
|||||||||||||||||||||||||||||
3,868 | 1,932 | - | 8.53 |
6/4/2018
|
|||||||||||||||||||||||||||||
1,933 | 3,867 | - | 3.03 |
1/2/2019
|
|||||||||||||||||||||||||||||
James
E. Morr
|
19,600 | - | - | 18.125 |
6/30/2010
|
||||||||||||||||||||||||||||
4,500 | - | - | 13.85 |
1/2/2012
|
|||||||||||||||||||||||||||||
5,500 | - | - | 13.20 |
1/2/2013
|
|||||||||||||||||||||||||||||
12,500 | - | - | 16.69 |
1/2/2014
|
|||||||||||||||||||||||||||||
12,500 | - | - | 23.40 |
1/3/2015
|
1,100 | $ | 1,650 | ||||||||||||||||||||||||||
5,800 | - | - | 16.24 |
1/3/2016
|
|||||||||||||||||||||||||||||
5,800 | - | - | 15.33 |
1/3/2017
|
|||||||||||||||||||||||||||||
3,868 | 1,932 | - | 8.53 |
6/4/2018
|
|||||||||||||||||||||||||||||
1,933 | 3,867 | - | 3.03 |
1/2/2019
|
|||||||||||||||||||||||||||||
Scott
E. McKelvey
|
8,334 | - | - | 13.20 |
1/2/2013
|
||||||||||||||||||||||||||||
9,000 | - | - | 16.69 |
1/2/2014
|
|||||||||||||||||||||||||||||
9,000 | - | - | 23.40 |
1/3/2015
|
|||||||||||||||||||||||||||||
4,800 | - | - | 16.24 |
1/3/2016
|
1,100 | $ | 1,650 | ||||||||||||||||||||||||||
4,800 | - | - | 15.33 |
1/3/2017
|
|||||||||||||||||||||||||||||
3,868 | 1,932 | - | 8.53 |
6/4/2018
|
|||||||||||||||||||||||||||||
1,933 | 3,867 | - | 3.03 |
1/2/2019
|
(1)
|
Vesting
dates for reported unexercisable shares
are:
|
(2)
|
Market
value based on closing market price of MBT Financial Corp. stock on
December 31, 2009, of $1.50, and threshold vesting
level.
|
(a)
|
(b)
|
(c
)
|
(d)
|
(e)
|
||||||||||||
Option Awards
|
Stock Awards
|
|||||||||||||||
Name
|
Number of
Shares
Acquired on
Exercise (#)
|
Value Realized on
Exercise ($)
|
Number of
Shares
Acquired on
Vesting (#)
|
Value
Realized on
Vesting ($)
|
||||||||||||
H.
Douglas Chaffin (PEO)
|
- | - | - | - | ||||||||||||
John
L. Skibski (PFO)
|
- | - | - | - | ||||||||||||
Thomas
G. Myers
|
- | - | - | - | ||||||||||||
James
E. Morr
|
- | - | - | - | ||||||||||||
Scott
E. McKelvey
|
- | - | - | - |
(a)
|
(b)
|
(c
)
|
(d)
|
(e)
|
||||||||||
Name
|
Plan
Name
|
Number
of Years
Credited
Service
(#)
|
Present
Value
of
Accumulated
Benefit
($)
|
Payments
During
Last
Fiscal
Year ($)
|
||||||||||
H.
Douglas Chaffin (PEO)
|
Monroe
Bank & Trust
Supplemental Executive Retirement Agreement |
n/a | $ | 277,562 | - |
(1)
|
Reports
the present value of Mr. Chaffin’s unvested benefit accrued under the plan
as of the end of the fiscal year period, based upon the his
2009 base salary and projected benefit offset values at age
65. Actuarial assumptions applied in determining this value
include the 1994 GAR mortality table, current Social Security Law and
related index factor assumptions, and an interest rate of 6%. This value
is approximately 49% of the full benefit accrual otherwise payable with
continued service to age 65, and based on current fiscal year pay and
projected benefit offset values at
65.
|
TABLE
I - Payments to Mr. Chaffin in Connection with a Change-In-Control (1)
|
H.
Douglas
Chaffin
|
|||
Cash
Compensation: (2)
|
||||
Base
Salary
|
$ | 295,410 | ||
Non-Equity
Incentive Plan Compensation
|
$ | 0 | ||
Long-Term Incentive Awards:
(3)
|
||||
Stock
Options/SARs
|
||||
Unvested
and Accelerated Vesting (4)
|
$ | 0 | ||
Performance
Stock Units (5)
|
||||
*
2007-09 (performance period)
|
$ | 9,000 | ||
*
2008-10 (performance period)
|
$ | 9,000 | ||
*
2009 (performance period)
|
$ | 9,000 | ||
Continuation
of Welfare Benefit Coverage and Perquisites
|
||||
Post-termination
Health Care (6)
|
$ | 12,280 | ||
Post-termination
Dental
(6)
|
$ | 564 | ||
Post-termination
Disability (6)
|
$ | 3,408 | ||
Post-termination
Life Insurance and AD&D (6)
|
$ | 60 | ||
Outplacement
Services (7)
|
$ | 10,000 | ||
Club
Membership (8)
|
$ | 5,100 | ||
Total
|
$ | 353,822 |
(1)
|
Change
in Control event assumed to occur on December 31, 2009 for disclosure
purposes. Fiscal-year-end base salary is $295,410. No Cash
bonus was awarded for the last whole calendar year preceding the
executive’s termination of
employment.
|
(2)
|
Change-in-Control
agreement provides for cash payment equal to one times base salary plus
the total cash bonuses for the last whole calendar year preceding
termination of employment for payment triggering events including (i)
termination of executive without cause or voluntary resignation of
executive for specified reasons within two years after a Change-in-Control
with specified reasons including a) demotion, b) reduction in
compensation, c) transfer away from principal place of employment of
Monroe County, Michigan, or a county contiguous thereto, or d) material
reduction of job title, status or responsibility; or (ii) voluntarily
termination of employment not earlier than six months and not later than
nine months following a Change-in-Control of the Corporation, or (iii) discharge
of executive other than for cause and there is a Change-in-Control within
two years following the date of
discharge.
|
(3)
|
The
price per share of the Corporation's stock on December 31, 2009 is $1.50
per share. Only incremental value of equity awards attributed
to payment events is reported.
|
(4)
|
Vesting
of outstanding unvested stock options is accelerated upon a
Change-in-Control assumed to be December 31, 2009 for disclosure purposes.
Realizable value is equal to the difference between the December 31, 2009
per share price and the exercise price for stock options with accelerated
vesting, multiplied by the number of option shares vested upon
change-in-control event. Realizable value is reported as $0 given that the
December 31, 2009 share price is below the exercise price of all
applicable option shares.
|
(5)
|
Change-in-control
agreement provides that all outstanding Performance Stock Units become
immediately vested upon a Change-in-Control. Value realized is
equal to the total number of Performance Stock Units with accelerated
vesting multiplied by the December 31, 2009 per share value of
$1.50.
|
(6)
|
Change-in-control
agreement provides for the continuation of referenced benefits with the
full cost of benefits paid by the Corporation for a 12 month period
following the Executive's termination of employment in connection with a
Change-in-Control. Cost is based on policy rates in effect at December 31,
2009.
|
(7)
|
Change-in-control
agreement provides for 6 months of out-placement services following
termination of employment in connection with a Change-in-Control. Reported
cost is estimate.
|
(8)
|
Change-in-control
agreement provides for cash payment to executive equal to 12 month cost of
current club membership.
|
Thomas G.
Myers
|
James E.
Morr
|
John L.
Skibski
|
Scott E.
McKelvey
|
|||||||||||||
Cash
Compensation:
|
||||||||||||||||
Base
Salary (2)
|
$ | 156,787 | $ | 145,457 | $ | 155,000 | $ | 149,460 | ||||||||
Short-term
Incentive (3)
|
No
Payment
|
No
Payment
|
No
Payment
|
No
Payment
|
||||||||||||
Long-Term
Incentive Awards: (4)
|
||||||||||||||||
Stock
Options
|
||||||||||||||||
Unvested
and Accelerated (5)
|
No
Payment
|
No
Payment
|
No
Payment
|
No
Payment
|
||||||||||||
Performance
Stock Units (6)
|
||||||||||||||||
*
2006-08 (performance period)
|
No
Payment
|
No
Payment
|
No
Payment
|
No
Payment
|
||||||||||||
Continuation
of Welfare Benefits
|
||||||||||||||||
Post-termination
Health Care
(7)
|
$ | 10,632 | $ | 0 | $ | 11,448 | $ | 10,632 | ||||||||
Post-termination
Dental (7)
|
$ | 1,029 | $ | 0 | $ | 1,029 | $ | 1,029 | ||||||||
Total
|
$ | 168,448 | $ | 145,457 | $ | 167,477 | $ | 161,121 |
(1)
|
Severance
agreement provides for severance payment equal to one times base
salary. Assumes Executive has either (i) been discharged
without Cause, or (ii) has resigned within 90 days of an event
constituting Good Reason which shall mean a) material reduction in job, b)
reduction in base salary, or c) receipt of Notice of Non-renewal of
separation agreement, and such event is prior to a Change in Control.
Amount of payments are reduced to extent necessary to eliminate any excise
tax imposed under IRC Section 4999.
|
(2)
|
Payment
triggering events are assumed to occur on December 31,
2009. Base salary at fiscal-year-end for each Messrs. Myers,
Morr, Skibski and McKelvey are $156,787; $145,457, $155,000, and $149,460,
respectively.
|
(3)
|
Agreement
does not provide for short-term incentive severance
payment.
|
(4)
|
The
price per share of the Corporation's stock on the assumed payment
triggering date of December 31, 2009 is $1.50 per share. Only
incremental value of awards attributed to triggering events are
reported.
|
(5)
|
No
acceleration of outstanding unvested stock options
occurs.
|
(6)
|
No
acceleration of outstanding unvested performance stock units
occurs.
|
(7)
|
Agreement
provides for the continuation of health care benefits with the full cost
of benefits paid by the Corporation for the 12 month period following the
executive's termination of employment. Cost is computed based on policy
rates in effect at December 31,
2009.
|
Thomas
G. Myers
|
James E.
Morr
|
John L.
Skibski
|
Scott E.
McKelvey
|
|||||||||||||
Cash Compensation:
|
||||||||||||||||
Base
Salary (2)
|
$ | 156,787 | $ | 145,457 | $ | 155,000 | $ | 149,460 | ||||||||
Short-term
Incentive (3)
|
$ | 11,320 | $ | 10,502 | $ | 10,917 | $ | 15,740 | ||||||||
Long-Term
Incentive Awards: (4)
|
||||||||||||||||
Stock
Options
|
||||||||||||||||
Unvested
and Accelerated (5)
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Performance
Stock Units (6)
|
||||||||||||||||
*
2006-08 (performance period)
|
$ | 3,000 | $ | 3,000 | $ | 3,000 | $ | 3,000 | ||||||||
*
2007-09 (performance period)
|
$ | 3,000 | $ | 3,000 | $ | 3,000 | $ | 3,000 | ||||||||
*
2008-10 (performance period)
|
$ | 3,000 | $ | 3,000 | $ | 3,000 | $ | 3,000 | ||||||||
Continuation
of Welfare Benefits
|
||||||||||||||||
Post-termination
Health Care
(7)
|
$ | 10,632 | $ | 0 | $ | 11,448 | $ | 10,632 | ||||||||
Post-termination
Dental (7)
|
$ | 1,029 | $ | 0 | $ | 1,029 | $ | 1,029 | ||||||||
Total
|
$ | 188,768 | $ | 155,959 | $ | 187,394 | $ | 185,861 |
(1)
|
Severance
agreement provides for severance payment equal to one times base salary
plus the average annual cash bonus received during the prior three year
period. Assumes Executive has either (i) been discharged without Cause, or
(ii) has resigned within 90 days of an event constituting Good Reason
which shall mean a) material reduction in job, b) reduction in base
salary, or c) receipt of Notice of Non-renewal of separation agreement,
and such event is within one year following a Change in Control as defined
in the agreement. Amount of payments are reduced to extent necessary to
eliminate any excise tax imposed under IRC Section
4999.
|
(2)
|
Payment
triggering events are assumed to occur on December 31,
2009. Base salary at fiscal-year-end for each Messrs. Myers,
Morr, Skibski and McKelvey are $156,787; $145,457, $155,000, and $149,460,
respectively.
|
(3)
|
Average
annual cash bonus for the three year period ending 12/31/08 for Messrs.
Myers, Morr, Skibski, and McKelvey were $11,320, $10,502, $10,917, and
$15,740 respectively.
|
(4)
|
The
price per share of the Corporation's stock on the assumed payment
triggering date of December 31, 2009 is $1.50 per share. Only
incremental value of awards attributed to triggering events are
reported.
|
(5)
|
Vesting
of outstanding unvested stock options is accelerated upon a
Change-in-Control assumed to be December 31, 2009 for disclosure purposes.
Realizable value is equal to the difference between the December 31, 2009
per share price and the exercise price for stock options with accelerated
vesting, multiplied by the number of option shares vested upon
change-in-control event. Realizable value reported is $0 given that the
December 31, 2009 share price is below the exercise price of all
applicable option shares.
|
(6)
|
Agreement
provides that all outstanding PSUs become immediately vested upon a
change-in-control. Value realized is equal to the total number
of Performance Stock Units with vesting accelerated multiplied by December
31, 2009 per share value of $1.50.
|
(7)
|
Agreement
provides for the continuation of health care benefits with the full cost
of benefits paid by the Corporation for the 12 month period following the
executive's termination of employment. Cost is computed based on policy
rates in effect at December 31,
2009.
|
Named
Executive Officer
|
FAS106
Expense ($)
|
|||
Mr.
Chaffin
|
682 | |||
Mr.
Skibski
|
576 | |||
Mr.
Myers
|
1,235 | |||
Mr.
Morr
|
2,835 | |||
Mr.
McKelvey
|
908 |
Named Executive Officer
|
Monthly
Disability Benefit ($)
|
Monthly Catastrophic
Disability Benefit ($)
|
||||||
Mr.
Chaffin
|
5,000 | 8,000 | ||||||
Mr.
Skibski
|
3,550 | 2,250 | ||||||
Mr.
Myers
|
3,850 | 2,550 | ||||||
Mr.
Morr
|
3,350 | 2,550 | ||||||
Mr.
McKelvey
|
2,950 | 2,400 |
NEO
|
Death Benefit ($)
|
|||
Mr.
Chaffin
|
1,778,930 | (1) | ||
Mr.
Skibski
|
382,353 | |||
Mr.
Myers
|
387,609 | |||
Mr.
Morr
|
354,285 | |||
Mr.
McKelvey
|
366,059 |
NEO
|
Death Benefit
|
|||
Mr.
Chaffin
|
$ | 434,426 | ||
Mr.
Skibski
|
$ | 227,941 | ||
Mr.
Myers
|
$ | 230,569 | ||
Mr.
Morr
|
$ | 213,907 | ||
Mr.
McKelvey
|
$ | 219,794 |
NEO
|
Accrued Liability
|
FAS 106 Expense
|
||||||
Mr.
Chaffin
|
$ | 124,896 | $ | 17,378 | ||||
Mr.
Skibski
|
$ | 35,302 | $ | 4,912 | ||||
Mr.
Myers
|
$ | 58,357 | $ | 8,120 | ||||
Mr.
Morr
|
$ | 83,505 | $ | 11,619 | ||||
Mr.
McKelvey
|
$ | 38,756 | $ | 5,393 |
·
|
publicly
available data describing director compensation in peer
companies;
|
·
|
survey
data collected by our compensation
consultant.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|||||||||||||||||||||
Name
|
Fees
Earned
or Paid
in
Cash
($)(1)
|
Stock
Awards
($)
|
Option
Awards
(2)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
(3)
|
Total
($)
|
|||||||||||||||||||||
Peter
H. Carlton
|
$ | 35,500 | - | - | - | - | $ | 4,213 | $ | 39,813 | ||||||||||||||||||
H.
Douglas Chaffin (4)
|
- | - | - | - | - | (3 | ) | - | ||||||||||||||||||||
Joseph
S. Daly
|
36,200 | - | - | - | - | 2,639 | 38,839 | |||||||||||||||||||||
Edwin
L. Harwood
|
30,600 | - | - | - | - | - | 30,600 | |||||||||||||||||||||
Thomas
M. Huner
|
38,200 | - | - | - | - | 4,397 | 42,597 | |||||||||||||||||||||
Rocque
E. Lipford (5)
|
27,900 | - | - | - | - | 13,611 | 41,511 | |||||||||||||||||||||
William
D. McIntyre, Jr.
|
45,000 | - | - | - | - | 22,059 | 67,059 | |||||||||||||||||||||
Michael
J. Miller
|
42,700 | - | - | - | - | 5,209 | 47,909 | |||||||||||||||||||||
Debra
J. Shah
|
29,900 | - | - | - | - | 2,638 | 32,538 | |||||||||||||||||||||
John
L. Skibski (6)
|
- | - | - | - | - | - | - | |||||||||||||||||||||
Philip
P. Swy
|
29,900 | - | - | - | - | 9,229 | 39,129 | |||||||||||||||||||||
Karen
M. Wilson
|
30,300 | - | - | - | - | 3,973 | 34,273 |
(1)
|
In
addition to the fees paid in cash included in this column, Directors
Carlton, Huner, Lipford, McIntyre, Miller, Shah, Swy and Wilson elected to
receive 4,000 SOSARs in exchange for $2,000 of their annual retainer fee.
The SOSARs have a grant date of January 2, 2009, an expiration date of
January 2, 2019, and an exercise price of
$3.03.
|
(2)
|
As
of December 31, 2009, Messrs. Lipford and McIntyre had 3,407, and Mr. Swy
had 3,093, unexercised fully vested options to purchase shares of our
common stock issued under the terms of the Director Plan, which is
described below. The following presents the information
regarding such options.
|
Name
|
Grant Date
|
Expiration Date
|
Exercise Price
|
Outstanding
Stock Options
(Exercisable)
|
||||||||
Rocque E.
Lipford
|
1/2/2001
|
1/2/2011
|
$ | 13.94 | 1,572 | |||||||
1/2/2002
|
1/2/2012
|
$ | 13.85 | 1,835 | ||||||||
William
D. McIntyre, Jr.
|
1/2/2001
|
1/2/2011
|
$ | 13.94 | 1,572 | |||||||
1/2/2002
|
1/2/2012
|
$ | 13.85 | 1,835 | ||||||||
Philip
P. Swy
|
1/2/2001
|
1/2/2011
|
$ | 13.94 | 1,258 | |||||||
1/2/2002
|
1/2/2012
|
$ | 13.85 | 1,835 |
(3)
|
Represents
the annual mortality cost of the life insurance that we purchased
necessary to fund the death benefit amount payable to the director’s named
beneficiary pursuant to the Director DBO Plan, as described
below.
|
(4)
|
Other
than the participation by Mr. Chaffin in the Director DBO Plan, Mr.
Chaffin does not receive any compensation for service on the board in
addition to compensation payable for his service as our employee. The life
insurance premiums associated with providing the death benefits to Mr.
Chaffin under the Director DBO Plan are included in the all other
compensation column of the Summary Compensation
table.
|
(5)
|
We
have recorded an accrued liability under FAS 158 of $866,694 as of
December 31, 2009 to reflect our obligation to pay $1,639,344 to Mr.
Lipford’s beneficiaries after his death, and recorded a FAS 106 expense of
$120,593 during 2009 related to Mr. Lipford's post-service death benefits
under the Director DBO Plan, which is described below. The total FAS 158
liability for directors, including Mr. Lipford and 4 retired directors is
$3,215,338. The total FAS 106 expense recorded in 2009 for directors,
including Mr. Lipford and 4 retired directors was
$447,385.
|
(6)
|
Mr.
Skibski does not receive any compensation for service on the board in
addition to compensation payable for his service as our
employee.
|
|
·
|
cash
paid on a quarterly basis;
|
|
·
|
a
deferred cash payment;
|
|
·
|
deferred
payment in MBT stock;
|
|
·
|
MBT
stock; and
|
|
·
|
Up
to $2,000 in MBT Stock Only Stock Appreciation Rights (SOSARs) valued
using the Black-Scholes stock option pricing
model.
|
·
|
in
a lump sum at termination of such service as a
director,
|
·
|
over
a 2-5 year period following termination of service,
or
|
·
|
a
specified date indicated in the director’s initial
election.
|
Years of Service
|
Amount
|
|||
Less
than Three years
|
$ | 500,000 | ||
Three
to Six years
|
$ | 600,000 | ||
Six
to Ten years
|
$ | 750,000 | ||
Ten
plus years
|
$ | 1,000,000 |
|
(a)
|
Common
Stock . The authorized
shares of the Common Stock are all of one class with equal voting power,
and each share shall be equal to every other share. At all
meetings of shareholders of the Corporation, the holders of the Common
Stock shall be entitled to one vote for each share of Common Stock held by
them of record.
|
|
Preferred
Stock . The shares of Preferred Stock may be
divided into and issued in one or more series. The Board of
Directors is hereby authorized to cause the Preferred Stock to be issued
at any time, and from time to time, in one or more series, with such
designations and such relative voting, dividend, liquidation and other
rights, preferences and limitations as shall be stated and expressed in
the resolution or resolutions providing for the issue of such Preferred
Stock adopted by the Board of Directors. Each series of
Preferred Stock issued hereunder shall be so designated as to distinguish
the shares thereof from the shares of any other series and
class. All Preferred Stock of any one series shall be alike in
every particular.
|
|
(a)
|
Common
Stock . The authorized shares of the Common Stock
are all of one class with equal voting power, and each share shall be
equal to every other share. At all meetings of shareholders of
the Corporation, the holders of the Common Stock shall be entitled to one
vote for each share of Common Stock held by them of
record.
|
|
(b)
|
Preferred
Stock . The shares of Preferred Stock may be
divided into and issued in one or more series. The Board of
Directors is hereby authorized to cause the Preferred Stock to be issued
at any time, and from time to time, in one or more series, with such
designations and such relative voting, dividend, liquidation and other
rights, preferences and limitations as shall be stated and expressed in
the resolution or resolutions providing for the issue of such Preferred
Stock adopted by the Board of Directors. Each series of
Preferred Stock issued hereunder shall be so designated as to distinguish
the shares thereof from the shares of any other series and
class. All Preferred Stock of any one series shall be alike in
every particular.
|