MutualFirst Financial, Inc.
Exhibit
10.3
January
7, 2008
MutualFirst
Financial, Inc.
000
X.
Xxxxxxx Xxxxxx
Xxxxxx,
Xxxxxxx 00000
Ladies
and Gentlemen:
MutualFirst
Financial, Inc.
(“MutualFirst”) and MFB Corp. (“MFB”) have entered into an Agreement and Plan of
Merger dated as of January 7, 2008, (the “Merger Agreement”) pursuant to which,
among other things, and subject to the terms and conditions set forth therein,
(a) MFB will merge with and into a subsidiary of MutualFirst (the “Merger”); and
(b) the shareholders of MFB will receive cash and/or common stock of MutualFirst
as stated in the Merger Agreement.
MutualFirst
has requested, as a
condition to its execution and delivery to MFB of the Merger Agreement, that
each director of MFB execute and deliver to MutualFirst a voting agreement
(this
“Voting Agreement”).
The
undersigned, being a director of
MFB, in order to induce MutualFirst to execute and deliver to MFB the Merger
Agreement, and intending to be legally bound, hereby irrevocably:
(a) Agrees
to be present (in person or by proxy) at all meetings of shareholders of MFB
called to vote for approval of the Merger Agreement so that all shares of common
stock of MFB over which the undersigned or a member of the undersigned’s
immediate family now has sole or shared voting power will be counted for the
purpose of determining the presence of a quorum at such meetings and to vote,
or
cause to be voted, all such shares in favor of approval of the Merger Agreement
and the transactions contemplated thereby (including any amendments or
modifications of the terms thereof approved by the Board of Directors of MFB),
it being understood that as to immediate family members, the undersigned will
use his or her reasonable efforts to cause the shares to be present and voted
in
accordance with the provisions above;
(b) Agrees
not to sell, transfer or otherwise dispose of any common stock of MFB (other
than a number of shares of MFB Common Stock which does not exceed the number
of
shares acquired upon the exercise of stock options between December 15, 2007
and
the effective date of the Merger), until after the meeting of MFB shareholders
to vote on the Merger Agreement, except for transfers to charities, charitable
trusts, or other charitable organizations under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, lineal descendant or a spouse of
the
undersigned, or to a trust or other entity for the benefit of one or more of
the
foregoing persons (“Permitted Transferees”), provided that any Permitted
Transferee to whom shares are transferred agrees in writing to be bound by
the
terms of this Voting Agreement; and
(c) Represents
that the undersigned has the capacity to enter into this Voting Agreement and
that it is a valid and binding obligation enforceable against the undersigned
in
accordance with its terms, subject to bankruptcy, insolvency and other laws
affecting creditors' rights and general equitable principles.
(d) Nothing
herein shall impose any obligation on the undersigned to take any action or
omit
to take any action in his or her capacity as a member of the Board of Directors
or as an officer of MFB or any of its subsidiaries. This Voting
Agreement is being entered into by the undersigned solely in his or her capacity
as a shareholder of MFB.
(e) The
undersigned is aware that pursuant to Section 7.15(e) of the Merger Agreement,
MFB Financial Director Fee Agreements will be assumed by MutualFirst and those
directors who do not remain as directors following the effective date of the
Merger will be entitled to receive a lump sum within 60 days of that date equal
to the benefits to which they are entitled under Section 2.4 of the MFB
Financial Director Fee Agreements. Assuming the Merger closes before
September 30, 2008, the undersigned agrees to the terms of Section 7.15(e)
of
the Merger Agreement and the parties hereto agree that in computing any payments
to be made to non-continuing directors under Section 2.4 of the MFB Financial
Director Fee Agreements, notwithstanding any language to the contrary in these
Agreements, the undersigned shall be deemed to have _____ years of service
at
the effective date of the Merger under his or her Director Fee Continuation
Agreement. Thus, the undersigned acknowledges that he will not be
entitled to any payments under his MFB Financial Director Fee Agreement until
he
completes 5 years of service as a director of MFB Financial and its successor
in
interest, except in the event of a Change in Control (as such term is defined
in
the undersigned's MFB Financial Director Fee Agreement) of MFB Financial's
successor in interest at a time when he is a director of such successor in
interest, in which case the undersigned shall be entitled to the benefit
described in Section 2.4 of his MFB Financial Director Fee Agreement without
regard to years of service.
The
obligations set forth herein shall
terminate concurrently with any termination of the Merger
Agreement.
The
undersigned intends to be legally
bound hereby.
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Sincerely,
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[Name
of Director]
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Agreed
and Accepted:
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MUTUALFIRST
FINANCIAL, INC.
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By:
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Name:
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Title:
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