UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JANUARY 26, 2006
MBT FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
MICHIGAN 000-30973 38-3516922
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
102 EAST FRONT STREET, MONROE, MICHIGAN 48161
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (734) 241-3431
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 26, 2006 MBT Financial Corp. (the "Company") entered into agreements
providing for one year of severance pay in connection with termination of
employment without cause for the following executive officers.
Thomas G. Myers, Executive Vice President, Senior Lending Manager
James E. Morr, Executive Vice President, Senior Trust Officer and General
Counsel
Donald M. Lieto, Executive Vice President, Senior Administration Manager
John L. Skibski, Executive Vice President and Chief Financial Officer
The agreements are identical with respect to each of the above named executive
officers of the Company. A draft of the agreement executed by each such officer
is attached hereto as Exhibit 10.
In the event the Company terminates the employment of the executive, without
cause, prior to a "change in control," as that term is defined in each of the
agreements, the executive is entitled to receive as severance pay one year of
his base salary. In the event such termination of employment, without cause,
occurs within one year after a change in control, the executive is entitled to
severance pay equal to one year of his base salary, plus an amount equal to his
average cash bonus for the prior three year period. Under the terms of the
agreements, severance payments are payable as follows. If a qualifying
termination occurs prior to a change in control, 50% of the severance payment is
disbursed in a lump sum upon termination, with the remaining amount payable over
the twelve months immediately following termination. In the event the qualifying
termination occurs within one year following a change in control, the entire
severance payment is due within ten days after the executive's termination. In
addition, the Company is obligated to pay the COBRA premiums for the
continuation of healthcare benefits for the executive and his eligible
dependants for the twelve month period following termination of employment.
The agreement also provides confidentiality obligations on the part of the
executives and obligates them not to compete with the Company for a period of
one year after termination of employment, regardless of the reason for
termination.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibit is filed with this Current Report on Form 8-K:
Number Exhibit
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10 Form of Severance Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized
MBT FINANCIAL CORP.
Date: February 1, 2006
By: /s/ John L. Skibski
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John L. Skibski
Executive Vice President and
Chief Financial Officer
Exhibit Index
Number Exhibit
- ------ -------
10 Form of Severance Agreement