UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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ITEM 5.02 (e) Compensatory Arrangements of Certain Officers
On August 14, 2023, Middlefield Banc Corp. (“Middlefield”) entered into an amended and restated change in control agreement with Michael C. Ranttila, Chief Financial Officer, Treasurer and Executive Vice President of Middlefield, and Executive Vice President and Chief Financial Officer of The Middlefield Banking Company. The amended and restated change in control agreement replaces the August 19, 2019, change in control agreement that existed between Mr. Ranttila and Middlefield. The new change in control agreement provides that change-in-control benefits become payable if Mr. Ranttila’s employment is terminated involuntarily but without cause or voluntarily for good reason within 24 months after a change in control of Middlefield. The amount of the change-in-control benefit is 2.5 times Mr. Ranttila’s annual compensation. The change in control agreement also provides that if Mr. Ranttila’s employment terminates within 24 months following a change in control Mr. Ranttila will be entitled to continued life, health, and disability insurance coverage for two years following termination or, if earlier, until Mr. Ranttila becomes employed by another employer. Under certain circumstances Mr. Ranttila may receive this insurance benefit in a lump sum payment equal to the present value of Middlefield’s projected cost to maintain that insurance benefit had Mr. Ranttila’s employment not been terminated. Middlefield has also agreed to pay up to $400,000 of legal fees incurred by Mr. Ranttila associated with the enforcement of his right to benefits under the change in control agreement.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99 | Change in Control Agreement between Middlefield Banc Corp. and Michael C. Ranttila | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| MIDDLEFIELD BANC CORP. | ||||
| August 15, 2023 | By: | /s/ James R. Heslop, II | ||
| James R. Heslop, II | ||||
| Chief Executive Officer | ||||