Common use of Section 16(b) Exemption Clause in Contracts

Section 16(b) Exemption. IBKC and PFSL agree that, in order to most effectively compensate and retain PFSL Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Date, it is desirable that PFSL Insiders not be subject to a risk of liability under Section 16(b) of the 1934 Act to the fullest extent permitted by applicable law in connection with the conversion of shares of PFSL Common Stock into shares of IBKC Common Stock in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 7.12. Assuming that PFSL delivers to IBKC the PFSL Section 16 Information (as defined below) in a timely fashion prior to the Effective Date, the Board of Directors of IBKC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the 1934 Act), shall reasonably promptly thereafter and in any event prior to the Effective Date adopt a resolution providing in substance that the receipt by the PFSL Insiders of IBKC Common Stock in exchange for shares of PFSL Common Stock, pursuant to the transactions contemplated hereby and to the extent such securities are listed in the PFSL Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the 1934 Act to the fullest extent permitted by applicable law. “PFSL Section 16 Information” shall mean information, accurate in all material respects, regarding the PFSL Insiders and the number of shares of PFSL Common Stock held by each such PFSL Insider and expected to be exchanged for IBKC Common Stock in the Merger. “PFSL Insiders” shall mean those officers and directors of PFSL who are subject to the reporting requirements of Section 16(a) of the 1934 Act and who are expected to be subject to Section 16(a) of the 1934 Act with respect to IBKC Common Stock subsequent to the Effective Date.

Section 16(b) Exemption. IBKC MutualFirst and PFSL MFB agree that, in order to most effectively compensate and retain PFSL Rule 16(b) Insiders (as defined below) in connection with the Merger, both prior to and after the Effective DateTime, it is desirable that PFSL Rule 16(b) Insiders not be subject to a risk of liability under Section 16(b) of the 1934 Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of PFSL MFB Common Stock and MFB Stock Options into shares of IBKC MutualFirst Common Stock and Assumed Options in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 7.127.19. Assuming that PFSL MFB delivers to IBKC MutualFirst the PFSL MFB Section 16 Information (as defined below) in a timely fashion prior to the Effective DateTime, the Board of Directors of IBKCMutualFirst Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the 1934 Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Date Time adopt a resolution providing in substance that the receipt by the PFSL Rule 16(b) Insiders of IBKC MutualFirst Common Stock in exchange for shares of PFSL MFB Common Stock, and of Assumed Options upon conversion of MFB Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the PFSL MFB Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the 1934 Exchange Act to the fullest extent permitted by applicable law. “PFSL MFB Section 16 Information” shall mean information, information accurate in all material respects, respects regarding the PFSL Insiders and Rule 16(b) Insiders, the number of shares of PFSL MFB Common Stock held by each such PFSL Rule 16(b) Insider and expected to be exchanged for IBKC MutualFirst Common Stock in the Merger, and the number and description of the options to purchase shares of MFB Common Stock held by each such MFB Insider and expected to be converted into options to purchase shares of MutualFirst Common Stock in connection with the Merger; provided that the requirement for a description of any MFB Stock Options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such options have been granted have been made available to MutualFirst. “PFSL Rule 16(b) Insiders” shall mean those officers and directors of PFSL MFB who are subject to the reporting requirements reportingrequirements of Section 16(a) of the 1934 Exchange Act and who are expected to be subject to listed in the MFB Section 16(a) of the 1934 Act with respect to IBKC Common Stock subsequent to the Effective Date16 Information.

Section 16(b) Exemption. IBKC MutualFirst and PFSL MFB agree that, in order to most effectively compensate and retain PFSL Rule 16(b) Insiders (as defined below) in connection with the Merger, both prior to and after the Effective DateTime, it is desirable that PFSL Rule 16(b) Insiders not be subject to a risk of liability under Section 16(b) of the 1934 Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of PFSL MFB Common Stock and MFB Stock Options into shares of IBKC MutualFirst Common Stock and Assumed Options in the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 7.127.19. Assuming that PFSL MFB delivers to IBKC MutualFirst the PFSL MFB Section 16 Information (as defined below) in a timely fashion prior to the Effective DateTime, the Board of Directors of IBKCMutualFirst Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the 1934 Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Date Time adopt a resolution providing in substance that the receipt by the PFSL Rule 16(b) Insiders of IBKC MutualFirst Common Stock in exchange for shares of PFSL MFB Common Stock, and of Assumed Options upon conversion of MFB Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the PFSL MFB Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the 1934 Exchange Act to the fullest extent permitted by applicable law. “PFSL MFB Section 16 Information” shall mean information, information accurate in all material respects, respects regarding the PFSL Insiders and Rule 16(b) Insiders, the number of shares of PFSL MFB Common Stock held by each such PFSL Rule 16(b) Insider and expected to be exchanged for IBKC MutualFirst Common Stock in the Merger, and the number and description of the options to purchase shares of MFB Common Stock held by each such MFB Insider and expected to be converted into options to purchase shares of MutualFirst Common Stock in connection with the Merger; provided that the requirement for a description of any MFB Stock Options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such options have been granted have been made available to MutualFirst. “PFSL Rule 16(b) Insiders” shall mean those officers and directors of PFSL MFB who are subject to the reporting requirements of Section 16(a) of the 1934 Exchange Act and who are expected to be subject to listed in the MFB Section 16(a) of the 1934 Act with respect to IBKC Common Stock subsequent to the Effective Date16 Information.