7. Certificates. Provided book entry registration is allowed by Middlefields Articles of Incorporation and Code of Regulations, Middlefield may record the Participants ownership of the shares using a book entry system rather than issuing certificates. If certificates are issued, they will bear any restrictive legends that Middlefield considers necessary or desirable.
8. Entire Agreement. This Stock Award 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 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 Stock Award Agreement are merged in this Stock Award Agreement. Each party to this Stock Award Agreement acknowledges that no representations, inducements, promises, or agreements concerning the shares have been made by any party or by anyone acting on behalf of any party that are not contained in this Stock Award Agreement or in the 2017 Omnibus Equity Plan. Each party acknowledges that any agreement, statement, or promise concerning the shares that is not contained in this Stock Award Agreement or the 2017 Omnibus Equity Plan is not valid, is not binding, and is of no force or effect.
9. Modification. Middlefield may change or modify this Stock Award Agreement without the Participants consent or signature if in its sole discretion Middlefield determines that the change or modification is necessary to comply with or to be exempt from the requirements of the Internal Revenue Code of 1986, including but not limited to section 409A of the Internal Revenue Code of 1986 or any regulations or other Department of Treasury guidance of general application issued under the Internal Revenue Code of 1986. Middlefield may amend the 2017 Omnibus Equity Plan to the extent permitted by the 2017 Omnibus Equity Plan. The Plan Committee also may modify the award as provided in section 3.
10. Headings. The headings in this Stock Award Agreement are solely for convenience of reference and do not affect the interpretation of this Stock Award Agreement.
11. Notice. 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 Participants address appearing on the signature page of this Stock Award 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 Stock Award Agreement, the method and timing for filing an election to include this award in income under section 83(b) of the Internal Revenue Code of 1986, and the tax consequences of that election. By executing this Stock Award Agreement, the Participant agrees that if the Participant makes an election to include the award in income under section 83(b) of the Internal Revenue Code of 1986, the Participant will provide Middlefield with written notice of the election in accordance with the regulations under section 83(b) of the Internal Revenue Code of 1986.
13. No Registration Rights. The Participant acknowledges and agrees that Middlefield and its Related Entities have no obligation to register the Participants offer and sale of the shares awarded under this Stock Award Agreement under the Securities Act of 1933 or the securities laws of any state.
14. Post-employment restrictions. The restrictions in this section 14 have been negotiated, presented to, and accepted by the Participant contemporaneous with the offer and acceptance by the Participant of this Stock Award 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 will11:
|1 || |
For example, the promise of no solicitation applies if the Participant is conducting prohibited business in the Restricted Territory or if the entity with, for, or to whom the Participant is conducting prohibited business is located within the Restricted Territory.