Isabella Bank Corporation

08/08/2024 | Press release | Distributed by Public on 08/08/2024 12:05

Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The Supplemental Executive Retirement Plan
Effective August 6, 2024 the registrant entered into a participation agreement under the Isabella Bank Corporation Supplemental Executive Retirement Plan ("Plan") with William Schaefer, Chief Financial Officer of the registrant (the "Participation Agreement"). Under the Participation Agreement, the registrant agreed to make twenty-one (21) annual credits to Mr. Schaefer's Plan account. The twenty-one annual credits total $245,000. Similar to previous agreements, the Participation Agreement provides that Mr. Schaefer's early retirement age under the Plan is age 55 and that his normal retirement age under the Plan is age 65. The Participation Agreement replaces the Plan's default form of payment upon Mr. Schaefer's separation from service with the form of five annual installments, consistent with previous agreements.
The Stock Award Incentive Plan
Effective August 6, 2024, the registrant entered into an annual grant agreement under the Isabella Bank Corporation Restricted Stock Plan with William Schaefer (the "Grant Agreement"). Under Mr. Schaefer's Grant Agreement, Mr. Schaefer is eligible for a grant of restricted stock equal in value to 25% of his annual salary if he meets his 2024 performance goals. The Grant Agreements contain vesting conditions and is subject to the clawback provisions under the registrant's Clawback Policy.
The Participation Agreement and Grant Agreement are qualified in their entirety by reference to the text of the Participation Agreement and Grant Agreement, copies of which are attached as Exhibits 10.1 and 10.2, respectively.
Section 9 - Financial Statements and Exhibits