Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2024

ISABELLA BANK CORPORATION

(Exact name of registrant as specified in its charter)

Michigan

000-18415

38-2830092

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

401 North Main Street

Mt. Pleasant

Michigan

48858-1649

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (989) 772-9471

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-l2)


☐			Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


			Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 - Corporate Governance and Management

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.						Description

10.1						Participa t ion Agreement for William Schaefer
10.2						Grant Agreement for William Schaefer
104						Cover page interactive data file - the cover page XBRL tags are 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 hereunto duly authorized.

ISABELLA BANK CORPORATION

Dated:

August 8, 2024

By:

/s/ Jerome E. Schwind

Jerome E. Schwind, President & CEO

INDEX TO EXHIBITS


Exhibit No.						Description

10.1						P articipation Agreement for Will iam Sch aefer
10.2						Grant Agreement for William S c haefer
104						Cover page interactive data file - the cover page XBRL tags are embedded within the inline XBRL document

Exhibit 10.1

ISABELLA BANK CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PARTICIPATION AGREEMENT

FOR

William Schaefer

April 1, 2024

This Participation Agreement is entered into effective as of April 1, 2024 by William Schaefer (the “Participant”) and Isabella Bank Corporation (together with any successors and affiliates, the “Company”) pursuant to the Isabella Bank Corporation Supplemental Executive Retirement Plan (“Plan”), as amended from time to time.

1. Agreement. The Participant and the Company agree to be bound by the terms of the Plan and the terms of this Participation Agreement with respect to the Participant’s participation in and benefits under the Plan. The terms of the Plan are incorporated into this Participation Agreement by reference. Capitalized terms not otherwise defined in this Participation Agreement have the meaning given in the Plan. In the event of a conflict between the terms of the Plan and the terms of this Participation Agreement, the terms of the Plan shall control except as specifically provided otherwise in the Plan or this Participation Agreement.

2. Effective Date of Participation. The Participant’s participation in the Plan and this Participation Agreement commence effective as of April 1, 2024.

3. Early Retirement Age. The Participant’s Early Retirement Age is age 55.

4. Normal Retirement Age. The Participant’s Normal Retirement Age is age 65.

5. Annual Credit. Schedule A sets forth the Participant’s Annual Credits to be made at the end of each of the Twenty-One (21) Plan Years commencing with the Plan Year that ends on December 31, 2024. The Company will, on the last day of each such Plan Year, credit the Participant’s SERP Account with the Participant's Annual Credit only: (a) if the Participant is employed as of the last day of the Plan Year by the Company, and (b) if such employment is as the Company’s Chief Financial Officer. Notwithstanding the foregoing, after a Change in Control that occurs while the Participant is employed by the Company as its Chief Financial Officer, the Company: (a) will continue to credit the Participant's SERP Account with uncredited Annual Credits in accordance with Schedule A if the Participant is employed as of the last day of each relevant Plan Year by the Company or its Affiliates, and (b) will credit the Participant’s SERP Account with all of the uncredited (as of a Separation from Service described below) Annual Credits that are set forth in Schedule A if the Participant incurs (after such Change in Control) either: (i) an involuntary Separation from Service without Cause, or (ii) a voluntary Separation from Service with Good Reason.

6. Discretionary Credits. The Board may, in its sole discretion, allocate Discretionary Credits to the Participant’s SERP Account from time to time in accordance with Section 5.2 of the Plan.

7. Earnings. The Participant’s SERP Account will be credited with interest pursuant to Section 5.3 of the Plan.

8. Vesting. The Plan’s default vesting rules in Section 3.2 will apply to the Participant’s SERP Account. No special vesting schedule will apply.

9. Clawback. The Clawback Policy noted in Section 3.4 of the Plan will apply to the Participant’s SERP Account. By signing this Participation Agreement, the Participant agrees to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law or, if applicable, any national securities exchange listing requirements). The Participant further agrees to cooperate fully with the Company, and to cause any and all Beneficiaries to cooperate, in connection with the Company’s implementation and enforcement of the Clawback Policy as it relates to the Participant’s SERP Account.

10. Time and Form of Payment Elections. The Plan’s default time and form of payment rules in Article VI of the Plan will apply to the Participant’s entire SERP Account, with one exception. If payment commences upon the Participant’s Separation from Service, the form of payment shall be five (5) annual installments. Subsequent annual installments are to be paid within 30 days of the appropriate anniversary of the date on which the first installment would have been paid disregarding any required delay under Section 6.3 of the Plan. No other special elections are made by the Participant; provided that the Participant may modify the time and form of payment under Section 6.4 of the Plan.

11. Beneficiary Designation. The Participant’s initial Beneficiary designation is attached. The Participant may update the Participant’s Beneficiary designation from time to time in accordance with the terms of the Plan.

12. Definition of Cause. With respect to the Participant, “Cause” for purposes of the Plan and this Participation Agreement has the meaning given in any employment agreement between the Participant and the Company, but if the Participant is not a party to an employment agreement with the Company in which “Cause” is defined, the term “Cause” means the existence of any of the following circumstances:

a. the conviction of the Participant by a court of competent jurisdiction of, or the Participant’s guilty plea or plea of no lo contendere to, any (1) felony or (2) crime that involves moral turpitude;

b. the Participant’s gross failure or gross refusal to perform the usual and customary duties of the Participant’s employment;

c. the Participant’s material breach of any agreement between the Participant and the Company;

d. the Participant’s theft, embezzlement, or misappropriation from the Company; or

e. conduct by the Participant that is unprofessional, unethical, immoral, dishonest, or fraudulent, or which significantly discredits the Company’s reputation.

Notwithstanding the foregoing, a condition that is described in clauses (b), (c), or (e) of the preceding sentence shall not constitute “Cause” unless the Participant: (i) receives

written notice of the offending condition; and (ii) the Participant either (1) fails to cure the condition within 30-calendar days from receipt by the Participant of the notice, or (2) cannot cure the condition within such 30-day period, as determined by the Company.

13. Good Reason. The term “Good Reason” means the existence of any of the following circumstances during the six-month period that precedes a voluntary Separation from Service by the Participant:

a. a material diminution in the Participant’s base compensation;

b. a change by more than fifty miles in the primary geographic location at which the Participant must perform his services; or

c. the Company’s material breach of its responsibilities and obligations set forth in any employment agreement or any other material agreement between the Participant and Company.

Notwithstanding the foregoing, a condition will not constitute “Good Reason” unless the Company: (i) receives written notice of the offending condition within a reasonable time of the Participant’s learning of the event; and (ii) the Company fails to cure the condition that constitutes “Good Reason” within a reasonable period of time to be no less than thirty calendar days from receipt by the Company of the notice.

14. Restrictive Covenants.

a. General Rule. In consideration of the crediting of amounts to the Participant’s SERP Account and the Company’s agreement to make payments under this Plan and the Participation Agreement, the Participant agrees that, until the later of (i) two (2) years after the Participant’s Separation from Service for any reason, and (ii) the date on which the Participant is paid all amounts that are owed under this Plan, the Participant will not, whether directly or indirectly as an owner, partner, limited partner, joint venturer, shareholder, member, trustee, lender consultant, officer, director, independent contractor, employee or other agent of another Person:

i. solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company to terminate his or her employment and accept employment or otherwise become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company which has headquarters or offices within 25 miles of any location(s) in which the Company has business operations or has filed an application for regulatory approval to establish an office (the “Restricted Territory”);

ii. solicit, provide any information, advice or recommendation, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company; or

iii. become an owner, partner, limited partner, joint venturer, shareholder, member, trustee, lender consultant, officer, director, independent contractor, employee or other agent of any savings bank, savings and loan association, savings and loan

holding company, credit union, bank or bank holding company, insurance company or agency, mortgage or loan broker or any other entity that competes with the business of the Company, that: (i) has headquarters within the Restricted Territory, or (ii) has one or more offices, but is not headquartered, within the Restricted Territory, but in the latter case, only if the Participant would be employed, conduct business or have other responsibilities or duties within the Restricted Territory.

b. Confidentiality. In consideration of the crediting of amounts to the Participant’s SERP Account and the Company’s agreement to make payments under this Plan and the Participant’s Participation Agreement, the Participant agrees not to, while employed by the Company or after Separation from Service for any reason, directly or indirectly, use or furnish to anyone (except as required in the ordinary course of performing the Participant’s employment duties for the Company) any confidential information or trade secrets relating to the Company’s business (collectively “Confidential Information”), which Confidential Information includes information relating to the Company’s systems, processes, and rates; trade secrets; contracts with customers and vendors; design, production, sale, or distribution of any products and services; personnel and their compensation and employment arrangements; identity of, or products purchased by, or rates and prices paid by, customers and potential customers of the Company; and all other private matters pertaining to the Company.

c. Construction and Relief. If a provision in this Section 14 is found by any court with jurisdiction to be too broad in duration, scope, or otherwise, then the court is to amend the offending provision to the minimum extent necessary to make it reasonable and enforceable, and the offending provision is to be fully enforceable as amended.

d. Remedies. In consideration of the crediting of amounts to the Participant’s SERP Account and the Company’s agreement to make payments under this Plan, the Participant agrees that, notwithstanding any provision of the Plan or any Participation Agreement to the contrary and in addition to the Company’s other remedies at law and in equity, the Participant will forfeit the Participant’s entire interest in the Plan, including any rights to unpaid amounts credited to the Account and unpaid installment payments, effective upon the Participant’s breach of this Section 14, regardless of whether any rights or payments were previously vested. In addition, the Company will be entitled to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of any provision of this Section 14 by the Participant. The Participant agrees that damages for a breach of the provisions of this Section 14 would be difficult or impossible to determine and that the Company has no adequate remedy at law for such a breach, such that enforcement by specific performance is necessary in addition to the Participant’s forfeiture and the award of any damages that are determinable. The Participant is liable to the Company for all costs and expenses, including actual attorney’s fees, that the Company incurs in enforcing any provision of this Section 14 or other provision of this Plan against the Participant.

15. Amendment. The Plan’s amendment and termination provisions in Article IX apply to this Participation Agreement, as well. In addition, the Participant and the Company may agree to amend this Participation Agreement, but in so doing shall be cognizant of the consequences of such an amendment under Code Section 409A.

This Participation Agreement is effective as of the Effective Date upon the execution by the Participant and by a duly authorized officer of Company.

PARTICIPANT

Date:

August 6, 2024

/s/ William M. Schaefer

William M. Schaefer, CFO

ISABELLA BANK CORPORATION

Date:

July 29, 2024

By:

/s/ Sarah R. Opperman

Name:

Sarah R. Opperman

Title:

Chair, Isabella Bank Corporation Board of Directors

SCHEDULE A


Credit Date	Annual Credit Amount	Total Annual Credits
12/31/2024	$5,000	$5,000
12/31/2025	$5,000	$10,000
12/31/2026	$5,000	$15,000
12/31/2027	$5,000	$20,000
12/31/2028	$5,000	$25,000
12/31/2029	$10,000	$35,000
12/31/2030	$10,000	$45,000
12/31/2031	$10,000	$55,000
12/31/2032	$10,000	$65,000
12/31/2033	$10,000	$75,000
12/31/2034	$12,500	$87,500
12/31/2035	$12,500	$100,000
12/31/2036	$12,500	$112,500
12/31/2037	$12,500	$125,000
12/31/2038	$12,500	$137,500
12/31/2039	$15,000	$152,500
12/31/2040	$15,000	$167,500
12/31/2041	$15,000	$182,500
12/31/2042	$17,500	$200,000
12/31/2043	$20,000	$220,000
12/31/2044	$25,000	$245,000

Exhibit 10.2

ISABELLA BANK CORPORATION

RESTRICTED STOCK PLAN

AWARD AGREEMENT

FOR

William Schaefer

April 1, 2024

This Award Agreement is entered into effective as of April 1, 2024, by William Schaefer (the “Grantee”) and the Company (as defined in the Plan) pursuant to the Isabella Bank Corporation Restricted Stock Plan (“Plan”), as amended from time to time.

1. Agreement. The Grantee and the Company agree to be bound by the terms of the Plan and the terms of this Award Agreement with respect to the Award represented by any and all Restricted Shares issuable pursuant to this Award Agreement. The terms of the Plan are incorporated into this Award Agreement by reference. Capitalized terms not otherwise defined in this Award Agreement have the meaning given in the Plan. In the event of a conflict between the terms of the Plan and the terms of this Award Agreement, the terms of the Plan shall control except as specifically provided otherwise in the Plan. The terms of this Award Agreement do not affect and are not affected by any other Award Agreements under the Plan.

2. Restricted Share Award. Isabella Bank Corporation hereby grants to the Grantee a number of Restricted Shares with a value (determined as of the Grant Date) equal to 25% of Grantee’s annual salary pursuant and subject to the terms of the Plan and this Award Agreement. The number of Restricted Shares granted under this Award Agreement is subject to adjustment as provided in the Plan.

3. Grant Date. The grant date of this Award is April 1, 2024.

4. Grant Conditions. The grant of the Restricted Shares is subject to the grant conditions set forth in Appendix A. The Restricted Shares will be issued only upon the satisfaction of the grant conditions set forth in Appendix A. If the grant conditions set forth in Appendix A are not satisfied as required in Appendix A, then this Award and the grant of the Restricted Shares shall lapse. Further, if the Grantee satisfies the grant conditions but prior to the end of the applicable Plan Year terminates employment with the Company this Award and the grant of the Restricted Shares shall lapse unless the Grantee: (a) Separates from Service due to Retirement; or (b) terminates employment with the Company due to death or Disability, in which case the number of Restricted Shares issued hereunder shall equal the number of Restricted Shares otherwise issuable, multiplied by a fraction the numerator of which is the number of days the Grantee was actively employed during the Plan Year and the denominator is 365.

5. Vesting Conditions. (Choose 1 of the 2 options noted below)

[ ] The Plan’s default vesting rules in Section 4.2 will apply to the Grantee’s Restricted Shares. No special vesting schedule will apply.

[x] The vesting of the Restricted Shares is subject to the vesting conditions set forth in Appendix B. The Restricted Shares will be issued only upon the satisfaction of the vesting conditions set forth in Appendix B. If the vesting conditions set forth in Appendix B are not satisfied as required in Appendix B, then this Award and the vesting of the Restricted Shares shall lapse.

6. Clawback. The Clawback Policy noted in Section 3.7 of the Plan will apply to this Award. By signing this Award Agreement, the Grantee agrees to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law or, if applicable, any national securities exchange listing requirements). The Grantee further agrees to cooperate fully with the Company, and to cause any and all beneficiaries to cooperate, in connection with the Company’s implementation and enforcement of the Clawback Policy as it relates to the Grantee’s Award of Restricted Shares under this Award Agreement.

7. Definition of Cause. With respect to the Grantee, “Cause” for purposes of the Plan has the meaning given in any employment agreement between the Grantee and the Company, but if the Grantee is not a party to an employment agreement with the Company in which “Cause” is defined, the term “Cause” means the existence of any of the following circumstances:

a. the conviction of the Grantee by a court of competent jurisdiction of, or the Grantee’s guilty plea or plea of no lo contendere to, any (1) felony or (2) crime that involves moral turpitude;

b. the Grantee’s gross failure or gross refusal to perform the usual and customary duties of the Grantee’s employment;

c. the Grantee’s material breach of any agreement between the Grantee and the Company, or of the Grantee’s responsibilities and obligations as communicated to the Grantee by the Grantee’s superiors or as set forth in any employment agreement, job description, or Company policy or procedure;

d. the Grantee’s theft, embezzlement, or misappropriation from the Company; or

e. conduct by the Grantee that is unprofessional, unethical, immoral, dishonest, or fraudulent, or which significantly discredits the Company’s reputation.

8. Tax Consequences. Grantee has reviewed with his or her own tax advisors the U.S. federal, state and local tax consequence of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Grantee relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

9. Death of Grantee. Any distribution or delivery to be made to Grantee under this Award Agreement will, if Grantee is then deceased, be made to Grantee’s designated

beneficiary, or if no beneficiary survives Grantee, the administrator or executor of Grantee’s estate.

10. Tax Obligations.

a. Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Shares, including without limitation, (i) all federal, state and local taxes (including the Grantee’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or other payment of tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee, (ii) the Grantee’s filing of an 83(b) election with respect to the Restricted Shares, or the sale of Restricted Shares, and (iii) any other Company taxes the responsibility for which the Grantee has, or has agreed to bear, with respect to the Restricted Shares (collectively, the “Tax Obligations”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company. Grantee further acknowledges that the Company (A) makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the filing of an 83(b) election with respect to the Restricted Shares, the subsequent sale of Restricted Shares acquired pursuant to this Award Agreement and the receipt of any dividends or other distributions, and (B) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award of Restricted Shares to reduce or eliminate Grantee’s liability for Tax Obligations or achieve any particular tax result. If Grantee fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the time of the applicable taxable event, Grantee acknowledges and agrees that the Company may refuse to issue or deliver the Restricted Shares. Grantee understands that Code Section 83 taxes as ordinary income the difference between the purchase price, if any, for the Restricted Shares and the fair market value of the Restricted Shares as of each vesting date. If Grantee is a U.S. taxpayer, Grantee understands that Grantee may elect, for purposes of U.S. tax law, to be taxed at the time the Restricted Shares are issued rather than when such Restricted Shares vest by filing an election under Code Section 83(b) (the “83(b) Election”) with the IRS within thirty (30) days from the issue date of the Restricted Shares.

b. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Restricted Shares may be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Grantee with respect to the payment of all Tax Obligations. Prior to vesting of the Restricted Shares, Grantee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax Obligations. Pursuant to such procedures as the Committee may specify from time to time, the Company shall withhold the amount required to be withheld for the payment of Tax Obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Grantee to satisfy such Tax Obligations, in whole or in part (without limitation), if permissible by applicable law, by (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Restricted Shares having a fair market value equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such

greater amount would not result in adverse financial accounting consequences), (iii) withholding the amount of such Tax Obligations from Grantee’s wages or other cash compensation paid to Grantee by the Company, (iv) delivering to the Company already vested and owned Shares having a fair market value equal to such Tax Obligations, or (v) selling a sufficient number of such Restricted Shares otherwise deliverable to Grantee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the minimum amount that is necessary to meet the withholding requirement for such Tax Obligations (or such greater amount as Grantee may elect if permitted by the Committee, if such greater amount would not result in adverse financial accounting consequences). To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax Obligations by reducing the number of Restricted Shares otherwise deliverable to Grantee. If Grantee fails to make satisfactory arrangements for the payment of such Tax Obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest or at the time Grantee files a timely 83(b) Election with the IRS, Grantee will permanently forfeit such Restricted Shares and any right to receive Restricted Shares hereunder and such Restricted Shares will be returned to the Company at no cost to the Company. Grantee acknowledges and agrees that the Company may refuse to deliver the Restricted Shares if such Tax Obligations are not paid at the time they are due.

11. Amendment. The Plan’s amendment and termination provisions in Article VI apply to this Award Agreement, as well. In addition, the Grantee and the Company may agree to amend this Award Agreement.

[Signature Page Follows]

This Award Agreement is effective upon the execution by the Grantee and by the Company.

GRANTEE

Date:

August 6, 2024

/s/ William M. Schaefer

William M. Schaefer, CFO

ISABELLA BANK CORPORATION

Date:

July 29, 2024

By:

/s/ Sarah R. Opperman

Name:

Sarah R. Opperman

Title:

Chair, Isabella Bank Corporation Board of Directors

ISABELLA BANK

Date:

July 29, 2024

By:

/s/ Sarah R. Opperman

Name:

Sarah R. Opperman

Title:

Chair, Isabella Bank Corporation Board of Directors

[Signature Page to Award Agreement]

APPENDIX A

Grant Conditions

Stock award with a maximum potential of 25% of annual salary:

2024 Goal

Award Amount

Return on average equity

Target

7.80%

6.25%

Maximum

8.75%

12.50%

Average core earnings per share growth(1)

Target

50th Percentile(1)

6.25%

Maximum

75th Percentile(1)

12.50%

(1) The calculation and measurement of average annual core earnings per share growth for purposes of achievement is based on a trailing 36-month period ending on September 30, 2024. Further, the incentive achievements listed above reflect the 50th percentile and the 75th percentile of a peer group established by the Board.

Please note: It shall be a condition to issuance of earned Restricted Shares that the Grantee be actively employed with the Company on the Award payout date; provided however, the active employment requirement shall not apply to a Grantee who Separates from Service due to Retirement or terminates employment with the Company due to death or Disability prior to the Award payout date.

APPENDIX B

Vesting Conditions

3-Year Cliff Vesting:

Grantee shall be 0% vested in the Restricted Shares until the third anniversary of the Award payout date. As of the third anniversary of the Award payout date the Grantee shall be 100% vested in the Restricted Shares, provided Grantee is an employee of the Company as of that date.

Additional Vesting Rules:

Grantee shall also vest 100% in the Restricted Shares if prior to the third anniversary of the Award payout date:

(i)Grantee incurs a Separation from Service due to Retirement;

(ii)Grantee incurs an involuntary Separation from Service without Cause;

(iii)Grantee dies or becomes Disabled while an employee of the Company; or

(iv)there is a Change in Control that occurs while the Grantee is an employee of the Company.

Grantee further acknowledges and agrees that this grant is subject to the further requirement that Grantee maintain a Share ownership level of 1.0x base salary, which shall include all Shares owned by Grantee and unvested Restricted Shares. Grantee shall have a grow-in period of eight years to attain this ownership level. Until said ownership level is attained Grantee shall retain all vested shares of Restricted Shares received under the Plan, except for those Shares used by Grantee to pay any applicable taxes under the Plan.

Cover	Aug. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 06, 2024
Entity Registrant Name	ISABELLA BANK CORP
Entity Incorporation, State or Country Code	MI
Entity File Number	000-18415
Entity Tax Identification Number	38-2830092
Entity Address, Address Line One	401 North Main Street
Entity Address, City or Town	Mt. Pleasant
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48858-1649
City Area Code	989
Local Phone Number	772-9471
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000842517
Amendment Flag	false