MBCN Middlefield Banc Corporation

Exhibit 10.1

MIDDLEFIELD BANC CORP.

2017 OMNIBUS EQUITY PLAN

PERFORMANCE SHARE UNIT AWARD AGREEMENT

1. Grant of Performance Share Units. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to ___________ (the “Participant”) _____ performance share units (“PSUs”) (“Target Award Opportunity”). Based on the level of achieved performance against the performance goals set forth in this Agreement over the three-year period ending December 31, 2026 (“Performance Period”), the Participant will vest in a specified percentage of the Target Award Opportunity, which percentage may range from zero percent to 187.5% of the Target Award Opportunity. Each PSU represents Middlefield’s unsecured promise to pay Participant a single share of Middlefield common stock (“Share”) for each PSU which vests in accordance with the terms of this Agreement and the 2017 Omnibus Equity Plan. Unless and until the PSUs vest, the Participant will have no right to receive Shares under such PSUs. Prior to actual distribution of Shares pursuant to any vested PSUs, such PSUs will represent an unsecured obligation of the Company. This award is subject to the terms and conditions of the 2017 Omnibus Equity Plan and this Agreement. Terms that are defined in the 2017 Omnibus Equity Plan are used in this Agreement as they are defined in the 2017 Omnibus Equity Plan.

2. Date of the Award. The date of this Agreement is as of __________ (the “Grant Date”).

3. Determination of Number of PSUs Earned. The number of PSUs which are earned at the end of the Performance Period will be based on achieved performance against the Performance Goals set forth in the Appendix to this Agreement.

4. Vesting of Earned PSUs; Eligibility for Payout. The Participant must be continuously employed during the entire Performance Period and up to the Payment Date to vest in any earned PSUs and to be eligible for a payout of the Participant’s earned PSUs, if any. If the Participant’s employment is terminated prior to the Payment Date (as defined below), then the Participant shall forfeit all PSUs and the Participant shall not be entitled to any payout of the PSUs, except as otherwise expressly provided in Section 6. Notwithstanding the foregoing, if the Participant’s employment is terminated after the end of the Performance Period but prior to the Payment Date due to death, Disability, Retirement, involuntary termination without cause or Good Reason termination, then any earned PSUs shall be paid to the Participant (or, if applicable, the Participant’s estate or legal representative) in accordance with Section 5.

5. Timing and Form of Payment. Each PSU earned by the Participant pursuant to Section 3 and entitled to payout under Section 4 shall be settled by the payment of one Share to the Participant within sixty (60) days after the end of the Performance Period (“Payment Date”).

6. Effect of Death, Disability, Involuntary Termination without Cause, Good Reason Termination and Retirement Prior to End of Performance Period. Notwithstanding any provision to the contrary, if Participant terminates employment prior to the end of the Performance Period due to death, Disability, involuntary termination without Cause, Good Reason termination or Retirement, the Participant’s PSUs shall vest and be paid in accordance with the following:

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(a) Death. If Participant’s employment terminates due to death, the Participant’s PSUs will fully vest on the date of such employment termination assuming the achievement of target performance through the date of such employment termination and shall be paid within thirty (30) calendar days of the date of such employment termination. Notwithstanding the foregoing, to the extent the PSUs are considered deferred compensation subject to Internal Revenue Code Section 409A, settlement of such PSUs shall be made pursuant to their original schedule if necessary to comply with Internal Revenue Code Section 409A.

(b) Disability. If Participant’s employment terminates due to Disability, the Participant’s PSUs will be earned in accordance with Section 3 as if the Participant had remained continuously employed through end of the Performance Period and such earned PSUs shall be paid in accordance with Section 5.

(c) Termination by Middlefield without Cause or by Participant for Good Reason. If Middlefield terminates Participant’s employment without “Cause,” or Participant terminates Participant’s employment with Middlefield for “Good Reason,” the Participant’s PSUs will be earned in accordance with Section 3 as if the Participant had remained continuously employed through end of the Performance Period and such earned PSUs shall be paid in accordance with Section 5.

(d) Retirement. If Participant’s employment terminates due to Retirement, the Participant’s PSUs will be earned in accordance with Section 3 as if the Participant had remained continuously employed through the end of the Performance Period and such earned PSUs shall be paid in accordance with Section 5.

7. Effect of a Change in Control. In the event a Change in Control occurs prior to the last day of the Performance Period, the level of achieved performance of the performance goals set forth on the attached Appendix shall be assumed to have been met at the greater of the target or actual performance level through the date of such Change in Control (“CIC Earned Units”), and (A) if the buyer or successor (“Successor Entity”) to Middlefield in such Change in Control assumes this Agreement, the CIC Earned Units shall be converted into time-based restricted stock units (which restricted stock units must relate to common shares issued by the Successor Entity or an entity related to the Successor Entity and such common share must be listed on a U.S. national securities exchange) and shall either (1) become 100% vested on the last day of the Performance Period provided Participant remains continuously employed with the Successor Entity through such date or (2) become 100% vested if within twenty-four (24) months following the Change in Control the Successor Entity terminates the Participant’s employment without Cause or the Participant terminates employment for Good Reason; or (B) if the Successor Entity does not assume this Agreement, the Participant shall become 100% vested in the CIC Earned Units. CIC Earned Units under this Section 7 will be paid to the Participant within thirty (30) days of the date of vesting. The Plan Committee, as comprised prior to the date of the Change in Control shall make any and all determinations under this Section 7 including but not limited to the determination of the level of actual performance through the date of the

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Change in Control, the conversion of CIC Earned Units to time-based restricted stock units and the determination of whether the Successor Entity has effectively assumed this Agreement. Notwithstanding any provision to the contrary in this Section 7, to the extent such time-based restricted stock units are considered deferred compensation subject to Internal Revenue Code Section 409A, settlement of the restricted stock units shall be made pursuant to their original schedule if necessary to comply with Internal Revenue Code Section 409A.

8. Effect of Termination by Middlefield for Cause. If Middlefield terminates Participant’s employment for Cause at any time prior to the Payment Date, Participant will forfeit all PSUs.

(a) Definitions. For purposes of this Agreement:

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9. PSUs Are Not Transferable. PSUs granted to Participant under this Agreement may not be sold, transferred, pledged, assigned, exchanged, encumbered, or otherwise alienated or hypothecated, except by will or by the laws of descent and distribution, or pursuant to a domestic relations order. Middlefield is entitled to disregard any attempt by the Participant to sell, transfer, pledge, assign, or otherwise alienate or hypothecate any vested or unvested PSUs or any interest in any vested or unvested PSUs, and any such sale, transfer, pledge, assignment, or other alienation or hypothecation is void and of no force or effect.

10. Rights as a Stockholder. Until Shares are distributed to the Participant in connection with the vesting of any PSUs in accordance with this Agreement and the 2017 Omnibus Equity Plan, the Participant will have none of the associated rights of a stockholder with respect to such shares under Ohio law and Middlefield’s Articles of Incorporation and Code of Regulations, and the Participant will not be entitled to exercise voting power with respect to such shares or receive cash dividends declared by Middlefield’s board of directors with respect to such shares.

11. The 2017 Omnibus Equity Plan Governs. The award of PSUs and this Agreement are subject to the terms and conditions of the 2017 Omnibus Equity Plan, as well as any rules of the Plan Committee under the 2017 Omnibus Equity Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the 2017 Omnibus Equity Plan, the provisions of the 2017 Omnibus Equity Plan will govern. The Participant acknowledges having received a copy of the 2017 Omnibus Equity Plan. The Participant is familiar with the terms and provisions of the 2017 Omnibus Equity Plan and accepts this award subject to all the terms and provisions of the 2017 Omnibus Equity Plan. The Participant agrees to accept as binding, conclusive, and final all decisions or interpretations of Middlefield’s board of directors or Plan Committee having to do with the 2017 Omnibus Equity Plan or this Agreement.

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12. Certificates; Delivery of Shares. At the discretion of Middlefield, Shares may be delivered to Participant by book-entry credit to an account in the Participant’s name established by Middlefield with the Middlefield’s transfer agent, or upon written request from the Participant (or the Participant’s personal representative, beneficiary or estate, as the case may be) in certificates in the Participant’s name (or the Participant’s personal representative, beneficiary or estate). If certificates are issued, they will bear any restrictive legends that Middlefield considers necessary or desirable.

13. Entire Agreement. This Agreement and the 2017 Omnibus Equity Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties concerning the subject matter of this Agreement and constitute the sole agreement between the parties relating to the subject matter. All prior negotiations and agreements between the parties concerning the subject matter of this Agreement are merged in this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements concerning the PSUs have been made by any party or by anyone acting on behalf of any party that are not contained in this Agreement or in the 2017 Omnibus Equity Plan. Each party acknowledges that any agreement, statement, or promise concerning the PSUs that is not contained in this Agreement, or the 2017 Omnibus Equity Plan is not valid, is not binding, and is of no force or effect.

14. Headings. The headings in this Agreement are solely for convenience of reference and do not affect the interpretation of this Agreement.

15. Notices. All written notices, requests, and other communications hereunder will be duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice. If to Middlefield, notice must be given to Middlefield Banc Corp., 15985 East High Street, P.O. Box 35, Middlefield, Ohio 44062, Attention: Chief Financial Officer, or to such other address as Middlefield designates to the Participant in writing. If to the Participant, notice must be given to the Participant at the Participant’s address appearing on the signature page of this Agreement, or to such other address as the Participant designates to Middlefield.

16. Taxes. The Participant is hereby advised to consult immediately with his or her own tax advisor about the tax consequences of this Agreement. Participant hereby agrees that Middlefield does not have a duty to design or administer this Agreement or the 2017 Omnibus Equity Plan in a manner that minimizes Participant’s tax liabilities. Participant shall not make any claim against the Company, or any of its officers, directors, employees or Related Entities related to tax liabilities arising from the PSUs granted under this Agreement.

17. Tax Withholding. The payment of Shares under this Agreement is subject to tax withholding which shall be made in accordance with Section 15.4 of 2017 Omnibus Equity Plan.

18. No Registration Rights. The Participant acknowledges and agrees that Middlefield and its Related Entities have no obligation to register the Participant’s offer and sale of the shares awarded under this Agreement under the Securities Act of 1933 or the securities laws of any state.

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19. Recoupment Rights. The PSUs and any Shares paid under this Agreement to the Participant will be subject to any recoupment and forfeiture policy that Middlefield may have adopted prior to or on or after the Grant Date.

20. Post-Employment Restrictions. The restrictions in this Section 20 have been negotiated, presented to, and accepted by the Participant contemporaneous with the offer and acceptance by the Participant of this Agreement.

(a) Promise of no solicitation. The Participant promises and agrees that during the Restricted Period (as defined below) and in the Restricted Territory (as defined below) the Participant will¹:

(b) Promise of no raiding/hiring. The Participant promises and agrees that during the Restricted Period the Participant will not solicit or attempt to solicit and will not encourage or induce in any way any Participant, joint venturer, or business partner of Middlefield or a Related Entity to terminate an employment or contractual relationship with Middlefield or the Related Entity. The Participant agrees that the Participant will not hire any person employed by Middlefield or a Related Entity during the two-year period before the Participant’s employment termination with Middlefield or a Related Entity or any person employed by Middlefield or a Related Entity during the Restricted Period.

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(c) Promise of no disparagement. The Participant promises and agrees that during the Restricted Period the Participant will not cause statements to be made (whether written or oral) that reflect negatively on the business reputation of Middlefield or a Related Entity.

(d) Acknowledgment and remedies. The Participant acknowledges and agrees that the provisions of this Section 20 have been negotiated and carefully determined to be reasonable and necessary for the protection of Middlefield’s legitimate business interests. The Participant acknowledges and agrees that a violation of Section 20 is likely to cause immediate and irreparable harm to Middlefield, requiring injunctive relief. If a breach or threatened breach by the Participant of any provision of this Agreement occurs, Middlefield and its successors and assigns may without bond obtain an injunction restraining the Participant from violating the terms of this Agreement, and also may institute an action against the Participant to recover damages from the Participant for the breach. These remedies for default or breach are in addition to any other remedy or form of redress provided under Ohio law. The parties acknowledge that the provisions of this Section 20 survive termination of the employment relationship and are enforceable by Middlefield and its successors and assigns. The parties agree that if any of the provisions of this Section 20 are deemed unenforceable by a court of competent jurisdiction, the unenforceable provisions may be stricken as independent clauses by the court in order to enforce the remaining territory restrictions and that the intent of the parties is to afford the broadest restriction on post-employment activities as set forth in this Agreement. If Middlefield initiates legal action to enforce the provisions of this Section 20 or to recover damages for the Participant’s violation of Section 20 and if as a result of that legal action the Participant is held to have violated this Section 20, the Participant must reimburse Middlefield for reasonable costs for enforcement of this Section 20, including but not limited to attorneys’ fees.

(e) Definitions:

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(f) Enforcement by successors. The provisions of this section are binding upon and enforceable by Middlefield and any successor to Middlefield, including any person acquiring directly or indirectly all or substantially all of the business, assets, or stock of Middlefield. The Participant’s consent is not necessary for any assignment or transfer of the rights and obligations of this section that occurs or is deemed to occur as the result of any person acquiring directly or indirectly all or substantially all of the business, assets, or stock of Middlefield.

IN WITNESS WHEREOF, Middlefield has caused this Performance Share Unit Award Agreement to be executed by its duly authorized officer as of the date specified in Section 2, and the Participant has duly executed this Performance Share Unit Award Agreement as of the date specified in Section 2 and consents to and approves all of its terms.

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Appendix

Determination of the Number of Earned PSUs

1. Determination of Number of Earned PSUs. The number of PSUs earned by the Participant at the conclusion of the Performance Period will be determined under the following formula subject to Section 5 below:

Target Award Opportunity x Financial Performance Factor x TSR Modifier

The determination of “Financial Performance Factor” and “TSR Modifier” is set forth below.

2. Definitions. For purposes of this Appendix and Agreement:

(a) Beginning Stock Price. “Beginning Stock Price” means the average closing price on the applicable stock exchange of one share of stock for the thirty (30) trading days immediately prior to the first day of the Performance Period.

(b) Comparator Index. “Comparator Index” means the group of Comparator Companies as determined on the first day of the Performance Period, subject to adjustment as provided in Sections 3(b) and 4(b) below.

(c) Comparator Company. “Comparator Company” means each financial institution which: (i) is a depository institution insured by the Federal Deposit Insurance Corporation, (ii) operates primarily within the United States, (ii) is headquartered in the United States, (iii) has assets of no less than one billion dollars ($1,000,000,000) and no more than five billion dollars ($5,000,000,000) as of the financial institution’s fiscal year end which immediately precedes the first day of the Performance Period, and (iv) has common stock or parent holding company common stock listed on Nasdaq or the New York Stock Exchange.

(d) Ending Stock Price. “Ending Stock Price” means the average closing price on the applicable stock exchange of one share of stock for the thirty (30) trading days ending on the last trading day of the Performance Period.

(e) Core Return on Average Assets (ROAA). “Core ROAA” means “Core Income” as a percent of “Average Assets,” for a given fiscal year, where (I) Core Income means net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain or loss on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items and (II) Average Assets means Average Assets for the period, as reported by the company.

(f) Three-year Average Core ROAA. “Three-year Average Core ROAA” means the quotient obtained by dividing (I) the sum of three-consecutive fiscal years’ Core ROAA by (II) three (3).

(g) Total Shareholder Return (“TSR”). TSR means total shareholder return as calculated pursuant to Section 4.

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3. Determination of Financial Performance Factor. The Financial Performance Factor will be determined in accordance with the following:

(a) Calculation of Three-year Average Core ROAA. Three-year Average Core ROAA shall be computed for (I) each Comparator Company over the Comparator Company’s most recent three-year fiscal period ending on or within the Performance Period and (II) Middlefield over the three-year fiscal period ending on the last day of the Performance Period. Three-year Average Core ROAA shall be computed to the third decimal place for each Comparator Company and Middlefield.

(b) Determination of Middlefield’s Relative Performance Percentile Rank. Middlefield’s Relative Performance Percentile Rank shall be determined in accordance with the following rules:

(c) Determination of Financial Performance Factor. The Financial Performance Factor will be determined based on Middlefield’s Relative Performance Percentile Rank as set forth in the below table:

If achieved performance over the Performance Period falls between two performance levels in the table above, then the Financial Performance Factors will be determined by linear interpolation.

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4. Determination of TSR Modifier. The TSR Modifier will be determined in accordance with the following:

(a) Calculation of TSR. TSR for each Comparator Company and Middlefield shall be equal to the quotient of (i) divided by (ii), where:

TSR shall be computed to the third decimal place for each Comparator Company and Middlefield.

(b) Determination of Middlefield’s Percentile Rank with TSR Modifer. Middlefield’s Percentile Rank shall be determined in accordance with the following rules:

(c) Determination of TSR Modifier. The TSR Modifier will be determined based on Middlefield’s Percentile Rank as set forth in the below table:

If Middlefield’s Relative TSR Rank over the Performance Period falls between two performance levels in the table above, then the TSR Modifier will be determined by linear interpolation.

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5. Special Rule on Determination of Earned PSUs. Notwithstanding any provision to the contrary, the determination of the number of earned PSUs under the Appendix is subject to the following:

(a) Negative TSR. If Middlefield’s TSR over the Performance Period is negative, then the number of earned PSUs may not exceed the Target Award Opportunity.

(b) TSR Rank in Top Quartile. If Middlefield’s TSR Rank is no less than the top quartile of the Comparator Companies, then the number of earned PSUs may not be less than 50% of the Target Award Opportunity.

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Exhibit 10.2

MIDDLEFIELD BANC CORP.

2017 OMNIBUS EQUITY PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

1. Number of Restricted Stock Units Awarded. Middlefield Banc Corp. (“Middlefield”), an Ohio corporation, hereby awards to _________ (the “Participant”) _______ restricted stock units (the “RSUs”). Each RSU represents Middlefield’s unsecured promise to pay Participant a single share of Middlefield common stock (“Share”) for each RSU which vests in accordance with the terms of this Agreement and the 2017 Omnibus Equity Plan. Unless and until the RSUs vest, the Participant will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company. This award is subject to the terms and conditions of the 2017 Omnibus Equity Plan and this Agreement. Terms that are defined in the 2017 Omnibus Equity Plan are used in this Agreement as they are defined in the 2017 Omnibus Equity Plan.

2. Date of the Award. The date of this Agreement is as of ________ (the “Grant Date”).

3. Vesting, Forfeiture and Time and Form of Payment. As of the Grant Date, all RSUs will be subject to the conditions and restrictions set forth in this Agreement.

(a) Vesting Schedule. The Participant shall become 100% vested in the RSUs if the Participant maintains continuous employment with Middlefield or a Related Entity as an officer for three years after the Grant Date. Unless earlier vested or forfeited in accordance with this Agreement, the RSUs shall vest annually in three equal installments beginning on August 6, 2025, and ending on August 6, 2027 (each referred to as a “Vesting Date”), provided that on each Vesting Date the Participant has maintained continuous employment with Middlefield or a Related Entity through the vesting date. When applying the vesting schedule, any fractional RSUs shall be rounded up to the next whole RSU, but in the aggregate may not exceed the number of RSUs awarded pursuant to Section 1 of this Agreement.

(b) Time and Form of Payment. Each RSU that vests upon a Vesting Date in accordance with Section 3(a) shall be settled by the payment of one Share to the Participant no later than thirty (30) calendar days following such Vesting Date.

(c) Accelerated Vesting; Effect of Termination. Subject to Section 4, unvested RSUs may fully vest or be forfeited if Participant’s employment terminates prior to a Vesting Date, depending on the reason for termination as provided below:

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(d) Definitions. For purposes of this Agreement:

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4. Effect of a Change in Control. Upon a Change in Control, if the buyer or successor entity (“Successor Entity”) to Middlefield in the Change in Control (i) assumes this Agreement, the unvested RSUs shall continue to vest in accordance with the terms of Section 3, provided, however, if within 24 months of the Change in Control the Successor Entity terminates the Participant’s employment without Cause or the Participant terminates employment for Good Reason, the RSUs shall become 100% vested on the date of such termination of employment; or (ii) does not assume this Agreement, the unvested RSUs shall be become 100% vested on the date of the Change in Control. RSUs which vest under this Section 4 will be paid to the Participant within thirty (30) days of the date of vesting. For purposes of this Section 4, assumed RSUs must relate to common shares issued by the Successor Entity or an entity related to the Successor Entity and such common shares (“Successor Entity Shares”) must be listed on a U.S. national securities exchange. The Plan Committee, as comprised prior to the date of the Change in Control, shall make any and all determinations under this Section 4 including but not limited to the determination of the conversion of RSUs to Successor Entity Shares and the determination of whether the Successor Entity has effectively assumed this Agreement. Notwithstanding any provision to the contrary in this Section 4, to the extent the RSUs are considered deferred compensation subject to Internal Revenue Code Section 409A, settlement of such RSUs shall be made pursuant to their original schedule if necessary to comply with Internal Revenue Code Section 409A.

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5. RSUs Are Not Transferable. RSUs granted to Participant under this Agreement may not be sold, transferred, pledged, assigned, exchanged, encumbered, or otherwise alienated or hypothecated, except by will or by the laws of descent and distribution, or pursuant to a domestic relations order. Middlefield is entitled to disregard any attempt by the Participant to sell, transfer, pledge, assign, or otherwise alienate or hypothecate any vested or unvested RSUs or any interest in any vested or unvested RSUs, and any such sale, transfer, pledge, assignment, or other alienation or hypothecation is void and of no force or effect.

6. Rights as a Stockholder. Until Shares are distributed to the Participant in connection with the vesting of any RSUs in accordance with this Agreement and the 2017 Omnibus Equity Plan, the Participant will have none of the associated rights of a stockholder with respect to such shares under Ohio law and Middlefield’s Articles of Incorporation and Code of Regulations, and the Participant will not be entitled to exercise voting power with respect to such shares or receive cash dividends declared by Middlefield’s board of directors with respect to such shares.

7. The 2017 Omnibus Equity Plan Governs. The award of RSUs and this Agreement are subject to the terms and conditions of the 2017 Omnibus Equity Plan, as well as any rules of the Plan Committee under the 2017 Omnibus Equity Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the 2017 Omnibus Equity Plan, the provisions of the 2017 Omnibus Equity Plan will govern. The Participant acknowledges having received a copy of the 2017 Omnibus Equity Plan. The Participant is familiar with the terms and provisions of the 2017 Omnibus Equity Plan and accepts this award subject to all the terms and provisions of the 2017 Omnibus Equity Plan. The Participant agrees to accept as binding, conclusive, and final all decisions or interpretations of Middlefield’s board of directors or Plan Committee having to do with the 2017 Omnibus Equity Plan or this Agreement.

8. Certificates; Delivery of Shares. At the discretion of Middlefield, Shares may be delivered to Participant by book-entry credit to an account in the Participant’s name established by Middlefield with the Middlefield’s transfer agent, or upon written request from the Participant (or the Participant’s personal representative, beneficiary or estate, as the case may be) in certificates in the Participant’s name (or the Participant’s personal representative, beneficiary or estate). If certificates are issued, they will bear any restrictive legends that Middlefield considers necessary or desirable.

9. Entire Agreement. This Agreement and the 2017 Omnibus Equity Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties concerning the subject matter of this Agreement and constitute the sole agreement between the parties relating to the subject matter. All prior negotiations and agreements between the parties concerning the subject matter of this Agreement are merged in this Agreement. Each party to this Agreement acknowledges that no representations,

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inducements, promises, or agreements concerning the RSUs have been made by any party or by anyone acting on behalf of any party that are not contained in this Agreement or in the 2017 Omnibus Equity Plan. Each party acknowledges that any agreement, statement, or promise concerning the RSUs that is not contained in this Agreement, or the 2017 Omnibus Equity Plan is not valid, is not binding, and is of no force or effect.

10. Headings. The headings in this Agreement are solely for convenience of reference and do not affect the interpretation of this Agreement.

11. Notices. All written notices, requests, and other communications hereunder will be duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice. If to Middlefield, notice must be given to Middlefield Banc Corp., 15985 East High Street, P.O. Box 35, Middlefield, Ohio 44062, Attention: Chief Financial Officer, or to such other address as Middlefield designates to the Participant in writing. If to the Participant, notice must be given to the Participant at the Participant’s address appearing on the signature page of this Agreement, or to such other address as the Participant designates to Middlefield.

12. Taxes. The Participant is hereby advised to consult immediately with his or her own tax advisor about the tax consequences of this Agreement. Participant hereby agrees that Middlefield does not have a duty to design or administer this Agreement or the 2017 Omnibus Equity Plan in a manner that minimizes Participant’s tax liabilities. Participant shall not make any claim against the Company, or any of its officers, directors, employees or Related Entities related to tax liabilities arising from the RSUs granted under this Agreement.

13. Tax Withholding. The payment of Shares under this Agreement is subject to tax withholding which shall be made in accordance with Section 15.4 of 2017 Omnibus Equity Plan.

14. No Registration Rights. The Participant acknowledges and agrees that Middlefield and its Related Entities have no obligation to register the Participant’s offer and sale of the shares awarded under this Agreement under the Securities Act of 1933 or the securities laws of any state.

15. Recoupment Rights. The RSUs and any Shares paid under this Agreement to the Participant will be subject to any recoupment and forfeiture policy that Middlefield may have adopted prior to or on or after the Grant Date.

16. Post-Employment Restrictions. The restrictions in this Section 16 have been negotiated, presented to, and accepted by the Participant contemporaneous with the offer and acceptance by the Participant of this Agreement.

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(a) Promise of no solicitation. The Participant promises and agrees that during the Restricted Period (as defined below) and in the Restricted Territory (as defined below) the Participant will¹:

(b) Promise of no raiding/hiring. The Participant promises and agrees that during the Restricted Period the Participant will not solicit or attempt to solicit and will not encourage or induce in any way any Participant, joint venturer, or business partner of Middlefield or a Related Entity to terminate an employment or contractual relationship with Middlefield or the Related Entity. The Participant agrees that the Participant will not hire any person employed by Middlefield or a Related Entity during the two-year period before the Participant’s employment termination with Middlefield or a Related Entity or any person employed by Middlefield or a Related Entity during the Restricted Period.

(c) Promise of no disparagement. The Participant promises and agrees that during the Restricted Period the Participant will not cause statements to be made (whether written or oral) that reflect negatively on the business reputation of Middlefield or a Related Entity.

(d) Acknowledgment and remedies. The Participant acknowledges and agrees that the provisions of this Section 16 have been negotiated and carefully determined to be reasonable and necessary for the protection of Middlefield’s legitimate business interests. The Participant acknowledges and agrees that a violation of Section 16 is likely to cause immediate and irreparable harm to Middlefield, requiring injunctive relief. If a breach or threatened breach by the Participant of any provision of this Agreement occurs, Middlefield and its successors and assigns may without bond obtain an injunction restraining the Participant from violating the terms of this Agreement, and also may institute an action against the Participant to recover damages from the Participant for the breach. These remedies for default or breach are in addition to any other remedy or form of redress provided under Ohio law. The parties acknowledge that

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the provisions of this Section 16 survive termination of the employment relationship and are enforceable by Middlefield and its successors and assigns. The parties agree that if any of the provisions of this Section 16 are deemed unenforceable by a court of competent jurisdiction, the unenforceable provisions may be stricken as independent clauses by the court in order to enforce the remaining territory restrictions and that the intent of the parties is to afford the broadest restriction on post-employment activities as set forth in this Agreement. If Middlefield initiates legal action to enforce the provisions of this Section 16 or to recover damages for the Participant’s violation of Section 16 and if as a result of that legal action the Participant is held to have violated this Section 16, the Participant must reimburse Middlefield for reasonable costs for enforcement of this Section 16, including but not limited to attorneys’ fees.

(e) Definitions:

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(f) Enforcement by successors. The provisions of this section are binding upon and enforceable by Middlefield and any successor to Middlefield, including any person acquiring directly or indirectly all or substantially all of the business, assets, or stock of Middlefield. The Participant’s consent is not necessary for any assignment or transfer of the rights and obligations of this section that occurs or is deemed to occur as the result of any person acquiring directly or indirectly all or substantially all of the business, assets, or stock of Middlefield.

IN WITNESS WHEREOF, Middlefield has caused this Restricted Stock Unit Award Agreement to be executed by its duly authorized officer as of the date specified in Section 2, and the Participant has duly executed this Restricted Stock Unit Award Agreement as of the date specified in Section 2 and consents to and approves all of its terms.

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