The Middlefield Banking Company Annual Incentive Plan

Exhibit 10.22.1

The Middlefield Banking Company

Annual Incentive Plan

Potential incentive award for 2014 performance:

Award criteria / performance goals:

For 2014 the performance goals, and the weight assigned to each goal, are –

(1) GAAP net income for 2014 of $[confidential] (minimum), $[confidential] (midpoint), or $[confidential] (maximum) – 60% weight,

(2) reduction of the classified asset coverage ratio to [confidential]% (minimum), [confidential]% (midpoint), or [confidential]% (maximum) – 20% weight. For this purpose classified assets means securities or loans graded substandard, doubtful, or loss, as well as other real estate owned. The classified asset coverage ratio is total classified assets divided by the sum of Tier 1 capital and the allowance for loan and lease losses. The classified asset coverage ratio shall be determined by the Compensation Committee. The Compensation Committee’s determinations concerning the classified asset ratio and concerning all other interpretive questions are final and binding,

(3) regulatory status – 20% weight. If this goal is achieved, the executive will be entitled to the maximum award attributable to this goal. If this goal is not achieved, this goal will account for no award. Regulatory status shall be determined by the Compensation Committee, but it means the existence of or the vulnerability of Middlefield Banc Corp. and The Middlefield Banking Company to –

• serious regulatory criticism expressed in Matters Requiring Attention set forth in reports of examination¹,

• formal or informal regulatory enforcement action,²

• being considered to be in troubled condition, as defined in FDIC rules at 12 C.F.R. 303.101(c),³

• being considered not well managed, as defined in Federal Reserve Board rules at 12 C.F.R. 225.2(s),⁴

• being subject to the golden parachute payment limitations of FDIC rules at 12 C.F.R. Part 359,

• being requested or encouraged by a bank regulatory agency to withdraw an application or notice on account of the probability of the application or notice being acted upon unfavorably by the bank regulatory agency,

• being unable to take advantage of expedited processing at the holding company level because of failure to satisfy the well-capitalized criterion of 12 C.F.R. 225.14(c)(1) or the well-managed criterion of 12 C.F.R. 225.14(c)(2), or

• being unable to take advantage of expedited processing at the bank level because of failure to satisfy the criteria of an eligible depository institution, as defined in 12 C.F.R. 303.2(r).⁵

Serious regulatory criticism can include having or likely to have an unsatisfactory Bank Secrecy Act or anti-money laundering rating, or having or likely to have an unsatisfactory rating for information technology.

For purposes of the Annual Incentive Plan, regulatory status is determined not by actual examination ratings issued by applicable bank regulatory authorities, but is instead a judgment by the Compensation Committee of Middlefield Banc Corp.’s and The Middlefield Banking Company’s ability to obtain prompt regulatory approval of or non-objection to regulatory applications or notice filings and the ability of Middlefield Banc Corp. and The Middlefield Banking Company to take advantage of business opportunities, including but not limited to merger or other expansion opportunities, without significant regulatory obstacles (other than obstacles having to do with antitrust competitive considerations relating to a particular business opportunity). For purposes of 2014 award criteria and the 20% weight given to regulatory status, [confidential] is a preexisting condition that the Compensation Committee will not consider in the Compensation Committee’s determination of regulatory status.⁶

Assessment of performance:

It is not necessary to achieve minimum performance or better for all three goals in order to earn an incentive payment. An incentive payment is earned as long as performance for at least one of the three goals equals or exceeds the minimum level. Each performance goal is evaluated independently of the other performance goals, so an incentive payment can be earned based on achieving minimum or better performance in one of the three goals even if minimum performance is not achieved for the other goals. If performance for all three goals is less than the minimum level, no incentive payment shall be considered earned and no incentive payment shall be made. If performance for all three goals instead exceeds the maximum, the maximum incentive payment shall be considered earned and shall be paid. The percentage achievement of the midpoint over the minimum and of the maximum over the midpoint will determine the proportionate incentive payment earned and paid for each of the three goals. The Compensation Committee of The Middlefield Banking Company has sole and absolute discretion to interpret and apply this Annual Incentive Plan statement of goals for 2014. The Committee’s conclusions are final and binding. Net income, classified assets, Tier 1 capital, allowance for loan and lease losses, and other financial measures shall be determined by the Committee by reference to the audited, consolidated year-end financial statements of Middlefield Banc Corp. and, in the Committee’s discretion, the quarterly Call Reports filed by The Middlefield Banking Company.

The following illustration is intended merely to clarify application of the performance goals and goal weights.