8-K

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) October 18, 2022

MidWestOne Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Commission file number 001-35968

 

Iowa	42-1206172
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

102 South Clinton Street

Iowa City, Iowa 52240

(Address of principal executive offices, including zip code)

(319) 356-5800

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2 below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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
Common stock, $1.00 par value	MOFG	The Nasdaq Stock Market LLC

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

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.  ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 19, 2022, MidWestOne Financial Group, Inc. (the “Company”) announced that it has appointed Charles (Chip) N. Reeves to serve as the Chief Executive Officer of the Company and MidWestOne Bank, its wholly owned bank subsidiary (the “Bank”), effective November 1, 2022. Len Devaisher, who has been serving as the Company’s and the Bank’s interim Chief Executive Officer and President, will continue to serve as the President of both entities. Effective November 1, 2022, Charles N. Funk, who has served as the Chief Executive Officer of the Company since 2008 and of the Bank since 2000, will step down from those positions and will serve as a special advisor to Mr. Reeves through April 2023. Mr. Funk will also continue to serve on the boards of directors of the Company and the Bank.

Appointment of Mr. Reeves. Mr. Reeves, age 54, has served in the banking industry for 32 years. He most recently served as President and Chief Executive Officer of Beach Bancorp, Inc. and its banking subsidiary, Beach Bank. Beach Bank was a community bank headquartered in Fort Walton Beach that was acquired in 2022. Prior to Beach Bank, Mr. Reeves served as President and Chief Operating Officer of the Bank of the Cascades, a $3.2 billion bank headquartered in Bend, Oregon, which was acquired in 2017.

On October 18, 2022, the Company and Mr. Reeves entered into an employment agreement, the form of which is substantially similar to the employment agreements entered into with the other executive officers of the Company. The agreement will be effective November 1, 2022 and provides Mr. Reeves with an annual base salary of $625,000, minimum annual target incentive award opportunities and certain employee and fringe benefits. Mr. Reeves will receive a 2022 incentive bonus of $62,500 and an initial award of restricted stock units with a grant date value of $250,000. On the Company’s next regularly scheduled grant date in 2023, he will also receive an additional restricted stock units award with a grant date value of $325,000, split equally between time-vested and performance-vested units. Mr. Reeves will also be eligible to receive ongoing equity awards in the ordinary course. The employment agreement provides for an initial three-year term, subject to automatic renewals.

There are no family relationships between Mr. Reeves and any of the Company’s directors or executive officers. There is no arrangement or understanding between Mr. Reeves and any other person pursuant to which he was selected as an officer and director, nor is the Company aware of any related-person transaction or series of transactions required to be disclosed under Item 404(a) of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended.

The foregoing description of the employment agreement between the Company and Mr. Reeves is qualified in its entirety by the text of the employment agreement, attached hereto as Exhibit 10.1.

Mr. Funk’s Retirement. Mr. Funk will step down as Chief Executive Officer of the Company and the Bank, effective November 1, 2022. The Company and Mr. Funk anticipate entering into a letter agreement to amend his current employment agreement that will provide for, among other things, his service as the Company's "Special Advisor to the CEO" until his retirement in April 2023.

Mr. Funk will continue to serve as a director of the Company and the Bank following November 1, 2022.

The Company will file any letter agreement in a future filing.

Director Retirement and Appointment. In connection with his service as Chief Executive Officer, Mr. Reeves has also been appointed to the boards of directors of the Company and the Bank, effective November 1, 2022. He will serve as a Class I director at the Company, which term expires at the 2023 annual meeting of shareholders. Mr. Reeves will fill the vacancy created by the retirement of Douglas K. True, who announced his retirement on October 18, 2022, which will be effective on November 1, 2022. Mr. True’s retirement was not due to any disagreement with the Company.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 18, 2022, the Company’s board of directors voted to amend the Company’s Third Amended and Restated Bylaws (the “Bylaws”). The amendments to the Bylaws were effective immediately and related to the following:

a.the deletion of certain requirements that had been implemented in connection with the Company’s merger with Central Bancshares, Inc. on May 1, 2015 and that have expired (Section 3.2 of the Bylaws); and

b.clarification of the existing roles and appointment of the Company’s president (Sections 3.4, 4.1 and 4.7 of the Bylaws).

The foregoing description of the amendments to the Third Amended and Restated Bylaws does not purport to be complete and is qualified by reference to the full text of the Third Amended and Restated Bylaws, as amended, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01.    Regulation FD Disclosure.

On October 19, 2022, the Company issued a press release announcing Mr. Reeves’s appointment as Chief Executive Officer of the Company and the Bank. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.

The information contained in Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.

Item 8.01.    Other Events.

The Board of Directors of MidWestOne Financial Group, Inc. declared a cash dividend of $0.2375 per common share on October 18, 2022. The dividend is payable December 15, 2022, to shareholders of record at the close of business on December 1, 2022.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

3.1	Third Amended and Restated Bylaws, as amended on October 18, 2022
10.1	Employment Agreement between the Company and Charles N. Reeves, effective as of November 1, 2022
99.1	Press Release issued October 19, 2022
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 hereunto duly authorized.

		MIDWESTONE FINANCIAL GROUP, INC.
Dated:	October 19, 2022	By:	/s/ BARRY S. RAY
			Barry S. Ray
			Chief Financial Officer

EX-3.1

Amended on October 18, 2022

THIRD AMENDED AND RESTATED BYLAWS, AS AMENDED

OF

MIDWESTONE FINANCIAL GROUP, INC.

ARTICLE I.

OFFICES

The principal office of the corporation in the State of Iowa shall be located in the City of Iowa City, County of Johnson. The corporation may have such other offices, either within or without the State of Iowa, as the Board of Directors may designate or as the business of the corporation may require from time to time.

The registered office of the corporation required by the Iowa Business Corporation Act to be maintained in the State of Iowa may be, but need not be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II.

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held in the month of April (or such other month as determined by the Board of Directors) in each year on such day and at such time as shall be designated by the Board of Directors and stated in the notice of such meeting for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Business to be considered by the shareholders shall be brought before an annual meeting: (i) pursuant to the corporation’s notice of meeting; (ii) by or at the direction of the Board of Directors; or (iii) by any shareholder of the corporation who (A) was a shareholder of record at the time of giving of notice provided for in this Section, (B) is entitled to vote with respect thereto and (C) who complies with the notice procedures set forth in this Section. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the corporation and such proposed business must otherwise be a proper matter for shareholder action. To be timely, a shareholder’s notice must be delivered to or mailed to and received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting. Such shareholder’s notice to the Secretary of the corporation shall set forth: (i) as to any business the shareholder proposed to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, (B) the reasons for conducting such business at the annual meeting, (C) any material interest in such business of such shareholder and (D) the beneficial owner, if any, on whose behalf the proposal is made; and (ii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposed business is to be brought, (A) the

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name and address of such shareholder, as they appear on the corporation’s books, and the name and address of such beneficial owner, and (B) the class and number of shares of the corporation’s capital stock that are owned beneficially and of record by such shareholder and such beneficial owner.

Section 2.2. Special Meetings. Special meetings of the shareholders may be called for any purpose or purposes, unless otherwise prohibited by the Iowa Business Corporation Act, other relevant law, the articles of incorporation or these bylaws. The Chairman of the Board, Chief Executive Officer or President may call a special meeting of shareholders. In addition, a special meeting shall be called in the circumstances described in Section 490.702 of the Iowa Business Corporation Act.

Section 2.3. Place of Meeting and Virtual Meetings. The Board of Directors may designate a place, either within or without the State of Iowa, as the place of meeting for any annual meeting or for any special meeting of the shareholders called pursuant to Section 2.2, or a meeting can be held virtually with no designated physical location. The Board of Directors, in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, may allow shareholders and proxyholders not physically present at a meeting of shareholders to participate in a meeting of the shareholders and be deemed present in person and vote at a meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication or both. The corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communications is a shareholder or proxyholder; provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meetings substantially concurrently with such proceedings; and if any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

Section 2.4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed by Section 490.705 of the Iowa Business Corporation Act, either personally or by mail, by or at the direction of the Board of Directors, or, in the absence of such direction, the Chairman of the Board, Chief Executive Officer or President, or, in the absence of either such direction, by the Secretary, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it then appears on the stock transfer books of the corporation, with postage thereon prepaid.

Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of the Iowa Business Corporation Act, the articles of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom notice is given and shall be deemed delivered immediately upon electronic transmission of such notice. Any such consent shall be revocable by the shareholder by written notice to the corporation or as otherwise provided by law.

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Section 2.5. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than the number of days set forth in Section 490.707 of the Iowa Business Corporation Act prior to the date on which the particular action requiring such determination of shareholders is to be taken and, in case of a meeting of shareholders, not less than ten days before the date of such meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged, in alphabetical order, by voting group and then by class or series, with the address of and the number of shares held by each shareholder. The list shall be available for inspection upon written demand by any shareholder at any time during usual business hours, at such shareholder’s expense, beginning two business days after the notice of the meeting is given for which the list was prepared, and continuing through the meeting, at the corporation’s principal address or at a place identified in the meeting notice in the city where the meeting will be held. Such lists shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

Section 2.7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the articles of incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders.

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(a) Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

(b) Shares held by an administrator, executor, guardian or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name.

(c) Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

(d) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(e) Neither treasury shares nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

Section 2.11. Informal Action by Shareholders. Unless otherwise provided by the articles of incorporation, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if one or more written consents describing the action taken are signed by the holders of outstanding shares having not less than ninety percent of the votes entitled to be cast at a meeting at which all shares entitled to vote on the action were present and voted, and are delivered to the corporation for including in the minutes or filing with the corporate records and the other requirements in Section 490.704 of the Iowa Business Corporation Act are followed.

Section 2.12. Meeting of all Shareholders. If all of the shareholders shall meet at any time and place, either within or without the State of Iowa, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 2.13. Voting by Ballot. Voting on any question or in any election may be by voice unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

ARTICLE III.

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors.

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Section 3.2. Number, Tenure, Qualifications. The number of directors constituting the entire Board of Directors shall be not less than eleven nor more than fifteen, as fixed from time to time by resolution of not less than a majority of the number of directors that, immediately prior to such proposed change, had been fixed in the manner prescribed by this Section 3.2; provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office. Directors need not be shareholders of the corporation.

The directors shall be divided into three classes, Class I, Class II and Class III, as nearly equal in number as the then total number of directors constituting the entire board permits with the term of office of one class expiring each year. If the number of directors is increased, the additional directors may be elected by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. If the number of directors is changed, any increase or decrease in the number of directors shall be apportioned among the classes so as to maintain all classes as equal in number as possible. At each annual meeting of shareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting.

The Board of Directors may appoint individuals to serve as honorary directors or as directors emeritus. An individual so appointed shall not vote at any meeting of the Board of Directors, shall not be counted in determining a quorum, and shall not be charged with any responsibilities or be subject to any liabilities imposed upon directors.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without notice (other than this Section of these bylaws) immediately after the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Iowa, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board or the Chief Executive Officer; special meetings shall be called by the Chairman, Chief Executive Officer or Secretary in like manner and on like notices upon the written request of a majority of the directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Iowa, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting of the Board of Directors shall be given at least twenty-four hours in advance by written notice delivered personally or mailed to each director at his or her business address, or by telephone, facsimile or other means of electronic transmission to the directors. If mailed, such notice shall be deposited in the U.S. mail, postage prepaid, at least four business days prior to the meeting. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

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Section 3.6. Quorum. A majority of the number of directors designated by the Board of Directors as constituting the full Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. Except as otherwise provided in these bylaws, the act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Vacancies. Subject to Section 3.2, in case one or more vacancies shall occur on the Board of Directors by reason of death, resignation, an increase in the number of directors or otherwise, the vacancy may be filled by the Board of Directors, or, if the directors remaining in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of all such directors remaining in office.

Section 3.9. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.10. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.11. Informal Action by Directors. Any action required to be taken at a meeting of the directors, or any other action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Section 3.12. Appointment of Certain Board Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors of the corporation. Any such committee, to the extent provided in the resolution of the Board of Directors and permitted by the Iowa Business Corporation Act, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes of its meetings.

Section 3.13. Participation in Board Meetings Via Telephone and Other Communications Equipment. Members of the Board of Directors, or of any committee of the Board of Directors, may participate in and act at any meeting of the Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the

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meeting can hear each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 3.14. Director Nominations. Subject to Section 3.2, nominations of candidates for election as directors at any meeting of shareholders may be made: (i) by, or at the direction of, a majority of the Board of Directors or a designated committee thereof; or (ii) by any shareholder of record entitled to vote at such meeting; provided that only persons nominated in accordance with procedures set forth in this Section shall be eligible for election as directors. No person shall be eligible to be newly elected or appointed as a director if he or she shall have attained the age of seventy-five (75) years on or prior to the date of his or her election or appointment. Any director of the corporation who attains the age of seventy-five (75) years shall automatically cease to be a director (without any action on his or her part) at the close of business on the day of the next shareholders’ meeting at which directors are to be elected, regardless of whether or not his or her term as a director would otherwise expire at such shareholders’ meeting.

Nominations, other than those made by, or at the direction of, the Board of Directors or a committee thereof, may only be made pursuant to timely notice in writing to the Secretary of the corporation as set forth in this Section. To be timely, a shareholder’s notice shall be delivered to, or mailed and received by, the Secretary of the corporation: (i) for an annual meeting, not less than sixty days nor more than ninety days in advance of the first anniversary date (month and day) of the previous year’s annual meeting; and (ii) for a special meeting, not less than sixty days nor more than ninety days in advance of the date (month and day) of the special meeting, regardless of any postponements or adjournments of that meeting to a later date. Such shareholder notice shall set forth: (i) as to each person whom the shareholder proposes to nominate for election as a director, (A) the name, age, business address and residential address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation’s stock which are beneficially owned by such person on the date of such shareholder notice and (D) any other information relating to such person that would be required to be disclosed on Schedule 13D pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the acquisition of stock, and pursuant to Regulation 14A under the Exchange Act, in connection with the solicitation of proxies with respect to nominees for election as directors; and (ii) as to the shareholder giving the notice, (A) the name and address, as they appear on the corporation’s books, of such shareholder and the name and principal business or residential address of any other beneficial shareholders known by such shareholder to support such nominees, and (B) the class and number of shares of the corporation’s stock which are beneficially owned by such shareholder on the date of such shareholder notice and the number of shares owned beneficially by any other record or beneficial shareholders known by such shareholder to be supporting such nominees on the date of such shareholder notice. At the request of the Board of Directors, any person nominated by, or at the request of, the Board of Directors for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee.

The Board of Directors may reject any nomination by a shareholder not timely made in accordance with the requirements of this Section. If the Board of Directors, or a committee designated by the Board of Directors, determines that the information provided in a shareholder’s notice does not satisfy the informational requirements of this Section in any material respect, the Secretary of the corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder may cure the deficiency by providing additional information to the Secretary

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within such period of time, not less than five days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee shall determine. If the deficiency is not cured within such period, or if the Board of Directors or a designated committee determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Section in any material respect, then the Board of Directors may reject such shareholder’s notice and the proposed nominations shall not be accepted if presented at the shareholder meeting to which the notice relates.

ARTICLE IV.

OFFICERS

Section 4.1. Number; Titles. The officers of the corporation shall be the Chief Executive Officer, the President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary and a Treasurer. The Chief Executive Officer shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected by the Board of Directors or appointed by or pursuant to the authority of the Board of Directors. Any two or more offices may be held by the same person. The Board of Directors also shall appoint a Chairman of the Board, and may appoint one or more Vice Chairmen of the Board, but any such position shall be deemed a non-officer position of the corporation.

Section 4.2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3. Removal. Unless otherwise set forth in Section 4.2, any officer or agent elected or appointed by or pursuant to authority of the Board of Directors may be removed by the Board of Directors and any officer or agent appointed other than by the Board of Directors may be removed by the officer appointing them whenever in the judgment of the Board of Directors or the appointing officer, as the case may be, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in accordance with the provisions of these bylaws with respect to the original election or appointment to such office.

Section 4.5. Chairman of the Board. The Chairman of the Board shall, when present, preside at all meetings of the shareholders and the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect, and in general shall perform all duties incident to the position of Chairman of the Board and such other duties as may be prescribed by the Board of Directors from time to time. The Vice-Chairman or Vice-Chairmen, as applicable, shall, in the absence of the Chairman of the Board or his or her inability or refusal to act, preside

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at all meetings of the shareholders and of the Board of Directors and perform the duties of the Chairman of the Board, and when so acting shall have all of the powers of and be subject to all the restrictions upon the Chairman.

Section 4.6. Chief Executive Officer. The Chief Executive Officer shall, in the absence of the Chairman of the Board and any Vice Chairmen at such time or their inability or refusal to act, preside at all meetings of the shareholders and of the Board of Directors. The Chief Executive Officer shall have general and active management of the business of the corporation and may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.7. President. The President shall, subject to the direction of the Chief Executive Officer, in general assist in the management of the business and affairs of the corporation. The President may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed.

Section 4.8. The Vice Presidents. The Vice President or Vice Presidents shall perform such duties as from time to time may be assigned to him or her by the Board of Directors, Chief Executive Officer and/or President.

Section 4.9. The Secretary. The Secretary shall: (i) keep the minutes of the shareholders’ and of the Board of Directors’ meetings in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records; (iv) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (v) sign with the Chief Executive Officer, President or an authorized Vice President certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (vi) have general charge of the stock transfer books of the corporation; and (vii) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors, Chief Executive Officer and/or President. In the absence of the Secretary, any Vice President or the Treasurer is authorized to sign, jointly with the Chief Executive Officer or President, certificates for shares of the corporation.

Section 4.10. The Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys

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due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article V of these bylaws; and (ii) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President.

Section 4.11. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the Chief Executive Officer, President or an authorized Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Board of Directors, Chief Executive Officer or President.

Section 4.12. Internal Auditor. The internal auditor, if appointed, shall be responsible for management and supervision of the internal audit program of the corporation and shall, each calendar year, submit a planned program for approval to the Board of Directors or a committee thereof designated by the Board of Directors, as well as periodic reports of compliance therewith to the Board of Directors or a committee thereof designated by the Board of Directors. The internal auditor shall perform such other duties as may from time to time be determined by the Board of Directors, the Chief Executive Officer and/or the President.

Section 4.13. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officers shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation.

ARTICLE V.

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 5.3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the Chief Executive Officer or the President or such other officer or agent of the corporation and in such manner as shall from time to time be determined by the Chief Executive Officer or the President or by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

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ARTICLE VI.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. The shares of stock of the corporation shall be represented by certificates; provided, however, that the Board of Directors of the corporation may permit or require by resolution some or all of any class or series to be uncertificated shares. Shares represented by certificates shall be signed by, or in the name of, the corporation by the Chief Executive Officer or the President or a Vice President and by the Secretary or an Assistant Secretary, provided that such signatures may be facsimiles on any certificate countersigned by a transfer agent, certifying the number of shares owned by such shareholder in the corporation.

Section 6.2. Transfer of Shares. Stock of the corporation shall be transferable in the manner prescribed by applicable law and in these bylaws. Transfers of stock shall be made on the books of the corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the corporation shall determine to waive such requirement. No transfer of stock shall be valid as against the corporation for any purpose until it shall have been entered in the stock records of the corporation by an entry showing from and to whom transferred.

ARTICLE VII.

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

ARTICLE VIII.

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of the articles of incorporation or under the provisions of the Iowa Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX.

FISCAL YEAR

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The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE X.

SEAL

The corporation shall have a corporate seal, which shall be in the possession of the Secretary of the corporation.

ARTICLE XI.

VOTING OF SHARES HELD BY THE CORPORATION

Unless otherwise resolved by the Board of Directors, (i) any shares or other securities issued by any other corporation and owned or controlled by the corporation may be voted at any meeting of security holders of such other corporation by the Chief Executive Officer of the corporation if he or she is present, or in the Chief Executive Officer’s absence, by the Secretary of the corporation who may be present, and (ii) whenever, in the judgment of the Chief Executive Officer, or in his or absence, of the Secretary, it is desirable for the corporation to execute an appointment of proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by the corporation, such proxy appointment or consent shall be executed in the name of the corporation by the Chief Executive Officer, or the Secretary of the corporation in the order as provided in clause (i) of this Section, without necessity of any authorization by the Board of Directors or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of the corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by the corporation the same as such shares or other securities might be voted by the corporation.

ARTICLE XII.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 12.1. Indemnification of Officers and Directors. The corporation shall indemnify and advance expenses to any person who was or is a party or witness, or is threatened to be made a party or witness, to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including grand jury proceedings, by reason of the fact that such person is or was a director or officer of the corporation or, while a director or officer of the corporation is, or was serving at the request of the corporation as a member, director, trustee, officer, partner, employee or agent of another foreign or domestic corporation, or of a partnership, company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against reasonable costs, charges, expenses, attorney’s fees, judgments, fines, penalties and amounts reasonably paid in settlement to the extent actually incurred by such person in connection with such claim, action, suit or proceeding, or in connection with an appeal thereof, to the full extent of and in a manner consistent with and limited by federal or state banking law and regulation or the Iowa Business Corporation Act, as the same now exists or may hereafter be amended or changed, or any successor or substitute law. No amendment to or repeal of this Article XII shall apply to or have any effect on the rights of any individual referred

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to in this Article XII for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal.

Entitlement to indemnification under this Section 12.1 shall be conditional upon the corporation being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit or proceeding or any settlement discussions relating thereto. The rights to indemnification hereunder shall be construed to be a contract between the corporation and each person who is now serving or who shall hereafter serve as a director or officer of the corporation. Each person who is now serving or who shall hereafter serve as a director or officer of the corporation shall be deemed to be serving in reliance upon the rights to identification provided hereunder, and such rights to indemnification shall continue as to any person who has ceased to serve in such capacity and shall inure to the benefit of the heirs and personal representative of such person.

Section 12.2. Other Rights. The indemnification provided hereunder shall not be deemed exclusive of any other rights to which the persons indemnified may be entitled under any agreement, vote of disinterested directors or otherwise, both as to activity in such person’s official capacity and as to activity in another capacity while holding such office, and shall continue as to a person who has ceased to be a director of officer.

Section 12.3. Insurance. The corporation, at its expense, shall have the power to purchase and maintain insurance on behalf of the corporation and on behalf of its directors and officers against any liability asserted against such persons in their capacities as directors and officers or arising out of their status as directors and officers, whether or not the corporation would have the power to indemnify the director or officer against such liability hereunder or under the Iowa Business Corporation Act. The corporation’s obligation to indemnify hereunder shall be in excess of any insurance purchase and maintained by the corporation, but such insurance shall be the primary source of satisfaction of such obligation of the corporation. To the extent that indemnification is paid to or on behalf of a director or officer by such insurance, such payments shall be deemed to be in satisfaction of the corporation’s obligation to indemnify such director or officer.

Section 12.4. Indemnification of Employees and Agents. The Board of Directors of the corporation by resolution may provide indemnification by the corporation to any employee or agent of the corporation, other than a director and officer, to the extent provided hereunder for directors and officers of the corporation.

ARTICLE XIII.

AMENDMENTS

Subject to Section 3.7, these bylaws may be altered, amended or repealed and new bylaws may be adopted at any regular or special meeting of the Board of Directors.

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Approved this 18th day of October, 2022.

S:/ KEVIN W. MONSON	S:/ KENNETH R. URMIE
Kevin W. Monson	Kenneth R. Urmie
Chairman	Secretary

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EX-10.1

MidWestOne Financial Group, Inc.

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of November 1, 2022 (the “Effective Date”), by and between MidWestOne Financial Group, Inc. (the “Company”) and Charles N. Reeves (“Executive,” and together with the Company, the “Parties”).

RECITALS

A.The Company desires to employ Executive pursuant to the terms of this Agreement.

B.Executive desires to be employed by the Company pursuant to the terms of this Agreement.

C.The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed and the financial details relating to any decision that either the Company or Executive may make to terminate this Agreement.

AGREEMENTS

In consideration of the foregoing and the mutual promises and covenants of the Parties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant and agree as follows:

1.Employment Period. The Company shall employ Executive during the Employment Period and Executive shall continue to remain in the employ of the Company and to provide services during the Employment Period in accordance with the terms of this Agreement. The “Employment Period” shall be the period beginning on the Effective Date and continuing through December 31, 2025, unless sooner terminated as provided herein. The Employment Period shall automatically be extended for one (1) additional year beginning on January 1, 2024 and on each January 1 thereafter unless either Party notifies the other Party, by written notice delivered no later than ninety (90) days prior to such anniversary, that the Employment Period shall not be extended for an additional year. Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs during the Employment Period, this Agreement shall remain in effect for the two (2)-year period following the Change in Control and shall then terminate.

2.Duties. During the Employment Period, Executive shall devote Executive’s full business time, energies and talents to serving as the Chief Executive Officer of the Company and MidWestOne Bank (the “Bank”), at the direction of the Company’s Board of Directors (the “Board”). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the Board, which duties and responsibilities shall be commensurate with Executive’s position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the Board and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive shall perform the duties required by this Agreement at the Company’s Iowa City, Iowa headquarters unless the nature of such duties requires otherwise. As of the Effective Date, Executive shall be appointed as a

“Class I” member of the Board, if any, and as a member of the Bank Board. Thereafter, during the Employment Period, Executive shall be renominated to serve as member of the Board each time Class I members are to stand for reelection and shall serve as a member of the Board, subject to election by the shareholders of the Company, and shall serve as a member of the Bank Board. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Board.

3.Compensation and Benefits. Subject to the terms of this Agreement, during the Employment Period, while Executive is employed by the Company, the Company shall compensate Executive for Executive’s services as follows:

(a)Executive shall be compensated at an annual rate of six hundred twenty-five thousand dollars ($625,000.00) (the “Annual Base Salary”), which shall be payable in accordance with the normal payroll practices of the Company then in effect. Beginning on January 1, 2024, and on each anniversary of such date, Executive’s Annual Base Salary shall be reviewed, and may be adjusted, by the Board.

(b)Executive shall be eligible to receive performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Company for each fiscal year ending during the Employment Period based on the Company’s, Bank’s, and Executive’s performance. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the respective fiscal year audit by the Company’s auditor, but in no event later than two and one-half (2½) months after the close of each such fiscal year. Executive’s annual Incentive Bonus opportunity shall be equal to sixty percent (60%) of his Annual Base Salary; provided, however, that this amount may be reduced in an amount that will not give rise to a Good Reason under this Agreement. For 2022, Executive shall be eligible to receive an Incentive Bonus in the amount of sixty-two thousand five hundred dollars ($62,500.00). Such Incentive Bonus shall be payable to Executive in a single lump sum payment on the first Company payroll date that occurs on or following the Effective Date.

(c)Prior to December 31, 2022, Executive shall receive an initial equity award of restricted stock units with a grant date value of two hundred fifty thousand dollars ($250,000) (the “InitialAward”). The Initial Award will be subject to a time-based vesting schedule and will vest in approximately equal installments on each of the first three (3) anniversaries of the Initial Award’s grant date. The Initial Award will be subject to the terms and conditions of the Company’s 2017 Equity Incentive Plan and the form of restricted stock unit award agreement thereunder.

(d)During the Employment Period, Executive shall be eligible to receive ongoing, normal course, equity awards on as favorable basis as other similarly situated senior executives. On the Company’s next regularly scheduled grant date in 2023 for other similarly situated senior executives, Executive shall receive an equity award with a grant date value of three hundred twenty-five thousand dollars ($325,000), split equally between restricted stock units and performance stock units (the “2023 Award”). The restricted stock units granted pursuant to the 2023 Award will be subject to a time-based vesting schedule and will vest in approximately equal installments on each of the first three (3) anniversaries of the 2023 Award’s grant date. The performance stock units granted pursuant to the 2023 Award will be subject to the attainment of specified performance goals for the 2023 – 2025 three-year

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performance period. The restricted stock units and performance stock units granted pursuant to the 2023 Award will be subject to the terms and conditions of the Company’s 2017 Equity Incentive Plan and the applicable form of award agreements thereunder.

(e)During the Employment Period, Executive shall be eligible to participate, subject to the terms thereof, in all incentive plans and programs of the Company, including such cash and deferred compensation programs and equity incentive plans as may be in effect from time to time with respect to senior executives employed by the Company, on as favorable a basis as other similarly situated senior executives. During the Employment Period, Executive and Executive’s dependents, as the case may be, shall be eligible to participate, subject to the terms thereof, in all pension and similar benefit plans (including qualified, non-qualified and supplemental plans) and all medical, dental, vision, disability, group and executive life, accidental death and travel accident insurance and other similar welfare benefit plans and programs of the Company as may be in effect from time to time with respect to senior executives employed by the Company, on as favorable a basis as other similarly situated senior executives.

(f)For a period of eight (8) months following the Effective Time, the Company shall reimburse Executive for the rental of a furnished residence in the greater Iowa City, Iowa area. The Company shall also provide Executive with a one-time relocation allowance intended to cover the cost of relocation of Executive’s primary residence from Tampa, Florida to the greater Iowa City, Iowa area in an amount to be mutually agreed upon by Executive and the Board but which shall not exceed two hundred fifty thousand dollars ($250,000). In addition, during such eight (8) month period, the Company shall reimburse Executive for any out-of-pocket travel, lodging, and dining expenses incurred by or on behalf of Executive or Executive’s spouse and children when traveling to and from Iowa City, Iowa, provided that such reimbursement shall not exceed an aggregate of fifteen thousand dollars ($15,000).

(g)Executive shall be entitled to accrue paid time off (“PTO”) at a rate of no less than thirty (30) days of PTO per calendar year, subject to the Company’s PTO programs and policies as may be in effect during the Employment Period.

(h)Executive shall be eligible to be reimbursed by the Company, on terms that are substantially similar to those that apply to other similarly situated senior executives employed by the Company, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging and similar items that are consistent with the Company’s expense reimbursement policy and actually incurred by Executive in the promotion of the Company’s business.

(i)In accordance with guidelines as are reasonably agreed with the Board, the Company shall, or shall cause the Bank to, make available a bank-owned vehicle for use by Executive and pay Executive’s country club dues. Executive shall receive reimbursement for expenses associated with Executive’s bank-provided automobile in accordance with the Bank's policy as may be in effect from time to time.

4.Rights upon Termination. Executive’s right to benefits, if any, for periods after the Termination Date shall be determined in accordance with this Section 4:

(a)Minimum Benefits. If the Termination Date occurs during the Employment Period for any reason, Executive shall be entitled to the Minimum Benefits in addition to any other benefits to which Executive may be entitled under the following provisions of this Section 4 or the express terms of any employee benefit plan or as required by law. Any benefits to be provided to Executive pursuant to this Section 4(a) shall be provided within thirty (30) days after the Termination Date; provided, however, that any benefits, incentives or awards payable as described in Section 4(f) shall

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be made in accordance with the provisions of the applicable plan, program or arrangement. Except as may otherwise be provided expressly to the contrary in this Agreement or as otherwise provided by law, nothing in this Agreement shall be construed as requiring Executive to be treated as employed by the Company following the Termination Date for purposes of any employee benefit plan or arrangement in which Executive may participate at such time.

(b)Termination for Cause, Death, Disability or Voluntary Resignation. If the Termination Date occurs during the Employment Period and is a result of a Termination for Cause, Executive’s death or Disability, or termination by Executive other than for Good Reason, then, other than the Minimum Benefits, Executive shall have no right to benefits under this Agreement (and the Company shall have no obligation to provide any such benefits) for periods after the Termination Date.

(c)Termination other than for Cause or Termination for Good Reason. If Executive’s employment with the Company is subject to a Termination other than during a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

(i)Commencing on the first Company payroll date that occurs on or following the sixtieth (60th) day following the Termination Date, Executive shall receive the Severance Amount (less any amount described in Section 4(c)(ii)), with such amount to be paid in twelve (12) substantially equal monthly installments (subject to the remaining provisions of this paragraph), with each successive payment being due on the next monthly payroll date following the first installment, provided that any such monthly installments that would have been paid in the sixty (60)-day period following the Termination Date but for the Release requirement in Section 5 shall be paid on the first Company payroll date that occurs on or following the sixtieth (60th) day following the Termination Date, and the number of remaining substantially equal monthly installments to be made shall be reduced from twelve (12) by any such “catch-up” payments that are made.

(ii)To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation §1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first Company payroll date that occurs on or following the sixtieth (60th) day following the Termination Date.

(iii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 4(e).

(d)Termination upon a Change in Control. If Executive’s employment with the Company is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

(i)On the sixtieth (60th) day following the Termination Date, the Company shall pay Executive a lump sum payment in an amount equal to the Severance Amount.

(ii)Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

(e)Medical, Dental and Vision Benefits. If Executive’s employment with the Company is subject to a Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical, dental or vision plans of the Company (or any Affiliate) for active employees immediately prior to the Termination, then, for as long as Executive is eligible for

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and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage received while Executive was employed with the Company, with Executive required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company or any Affiliate. The coverages under this Section 4(e) may be procured directly by the Company (or any Affiliate, if appropriate) apart from and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical, dental or vision plans, and provided, further, that the cost to the Company shall not exceed the cost for continued COBRA coverage. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental and/or vision plan of a subsequent employer with plan benefits that are comparable to Company (or any Affiliate) plan benefits, the Company’s obligations under this Section 4(e) shall cease with respect to the eligible Executive and/or dependents. Executive and Executive’s dependents must notify the Company (or any Affiliate) of any subsequent employment and provide information regarding medical and/or dental and/or vision coverage available.

(f)Other Benefits.

(i)Executive’s rights following a termination of employment with the Company and its Affiliates for any reason with respect to any benefits, incentives or awards provided to Executive pursuant to the terms of any plan, program or arrangement sponsored or maintained by the Company or an Affiliate, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program or arrangement, and this Agreement shall have no effect upon such terms except as specifically provided herein.

(ii)Except as specifically provided herein, the Company shall have no further obligations to Executive under this Agreement following Executive’s termination of employment for any reason.

(g)Removal from any Boards and Positions. Upon Executive’s termination of employment for any reason under this Agreement, Executive shall be deemed to resign (i) if a member, from the Board and board of directors of any Affiliate and any other board to which Executive has been appointed or nominated by or on behalf of the Company, (ii) from each position with the Company or any Affiliate, including as an officer of the Company or any of its Affiliates and (iii) as a fiduciary of any employee benefit plan of the Company.

5.Release. Notwithstanding any provision of this Agreement to the contrary, no payments or benefits shall be owed to Executive under Section 4(c), 4(d) or 4(e) (except for the Minimum Benefits) unless Executive executes and delivers to the Company a Release within forty-five (45) days following the Termination Date, and any applicable revocation period has expired prior to the sixtieth (60th) day following the Termination Date.

6.Excise Tax Limitation.

(a)It is the intention of the Parties that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to one dollar ($1.00) less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Agreement shall be calculated in accordance with Code

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Section 280G(d)(4). Within one hundred twenty (120) days following the earlier of (i) the giving of the notice of termination or (ii) the giving of notice by the Company to Executive of its belief that there is a payment or benefit due Executive that will result in an Excess Parachute Payment, the Parties, at the Company’s expense, shall obtain the opinion of an Independent Advisor, which opinion need not be unqualified, which sets forth (A) Executive’s applicable “base amount” (as defined under Code Section 280G), (B) the present value of Total Payments and (C) the amount and present value of any Excess Parachute Payments. In the event that such opinion determines that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such Independent Advisor to be includable in Total Payments shall be modified, reduced or eliminated, in accordance with Code Section 409A, as specified by Executive in writing delivered to the Company within ninety (90) days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Excess Parachute Payment. The provisions of this Section 6, including the calculations, notices and opinion provided for herein, shall be based upon the conclusive presumption that (A) the compensation and benefits provided for in Section 3 and (B) any other compensation earned by Executive pursuant to the Company’s compensation programs that would have been paid in any event, are reasonable compensation for services rendered, even though the timing of such payment may be triggered by a Change in Control.

(b)The Parties hereby recognize that the restrictive covenants under Section 7 have value that is equivalent in amount to some or all of the Severance Amount (and potentially other termination benefits) and that such value shall be recognized in the Code Section 280G calculations contemplated hereunder. The Independent Advisor shall make the determination of the actual fair market value of the restrictive covenants under Section 7 at the time of the Change in Control.

7.Restrictive Covenants.

(a)Confidential Information.

(i)Executive acknowledges that, during the course of Executive’s employment with the Company, Executive may produce and have access to confidential and/or proprietary, non‑public information concerning the Company or its Affiliates, including marketing materials, financial and other information concerning customers and prospective customers, customer lists, records, data, trade secrets, proprietary business information, pricing and profitability information and policies, strategic planning, commitments, plans, procedures, litigation, pending litigation and other information not generally available to the public (collectively, “Confidential Information”). Executive shall not directly or indirectly use, disclose, copy or make lists of Confidential Information for the benefit of anyone other than the Company, either during or after Executive’s employment with the Company, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Company, required by law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties hereunder. If Executive receives a subpoena or other court order or is otherwise required by law to provide information to a governmental authority or other person concerning the activities of the Company or any of its Affiliates, or Executive’s activities in connection with the business of the Company or any of its Affiliates, Executive shall immediately notify the Company of such subpoena, court order or other requirement and deliver forthwith to the Company a copy thereof and any attachments and non-privileged correspondence related thereto. Executive shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. Executive shall abide by the Company’s reasonable policies, as in effect from time to time, respecting avoidance of interests conflicting with those of the Company and its Affiliates. In this regard,

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Executive shall not directly or indirectly render services to any person or entity where Executive’s service would involve the use or disclosure of Confidential Information. Executive shall not use any Confidential Information to guide Executive in searching publications or other publicly available information, selecting a series of items of knowledge from unconnected sources and fitting them together to claim that Executive did not violate any agreements set forth in this Agreement.

(ii)Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Accordingly, Executive has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Executive also has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Nothing in this Agreement shall be construed to authorize, or limit liability for, an act that is otherwise prohibited by law, such as the unlawful access of material by unauthorized means.

(iii)Nothing contained in this Section 7(a) shall limit Executive’s ability to file a charge or complaint with any governmental, administrative or judicial agency (each, an “Agency”) pursuant to any applicable whistleblower statute or program (each, a “Whistleblower Program”). Executive acknowledges that this Section 7(a) does not limit (A) his ability to communicate, in connection with a charge or complaint pursuant to any Whistleblower Program with any Agency or otherwise participate in any investigation or proceeding that may be conducted by such Agency, including providing documents or other information, without notice to the Company, or (B) his right to receive an award for information provided to such Agency pursuant to any Whistleblower Program.

(b)Documents and Property.

(i)All records, files, documents and other materials or copies thereof relating to the business of the Company or its Affiliates that Executive prepares, receives or uses shall be and remain the sole property of the Company and, other than in connection with the performance by Executive of Executive’s duties hereunder, shall not be removed from the premises of the Company or any of its Affiliates without the Company’s prior written consent, and shall be promptly returned to the Company upon Executive’s termination of employment for any reason, together with all copies (including copies or recordings in electronic form), abstracts, notes or reproductions of any kind made from or about the records, files, documents or other materials.

(ii)Executive acknowledges that Executive’s access to and permission to use the Company’s and any Affiliate’s computer systems, networks and equipment, and all Company and Affiliate information contained therein, is restricted to legitimate business purposes on behalf of the Company. Any other access to or use of such systems, network, equipment and information is without authorization and is prohibited except that Executive may use a Company-provided computer for reasonable personal use in accordance with the Company’s Technology Use Policy as in effect from time to time. The restrictions contained in this Section 7(b) extend to any personal computers or other electronic devices of Executive that are used for business purposes relating to the Company or any Affiliate. Executive shall not transfer any Company or Affiliate information to any personal computer or other electronic device that is not otherwise used for any business purpose relating to the Company. Upon the termination of Executive’s employment with the Company for any reason, Executive’s authorization to

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access and permission to use the Company’s and any Affiliate’s computer systems, networks and equipment, and any Company and Affiliate information contained therein, shall cease.

(c)Non-Competition and Non-Solicitation. As an essential ingredient of and in consideration of this Agreement and Executive’s employment with the Company, Executive shall not, during Executive’s employment with the Company and for a period of eighteen (18) months immediately following the termination of Executive’s employment for any reason (the “Restrictive Period”), whether such termination occurs during the Employment Period or thereafter, shall not directly or indirectly do any of the following (all of which are collectively referred to in this Agreement as the “Restrictive Covenant”):

(i)Engage or invest in, own, manage, operate, finance, control, participate in the ownership, management, operation or control of, be employed by, associated with or in any manner connected with, serve as a director, officer or consultant to, lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, in each case in the capacity that Executive provided services to the Company or any Affiliate, any person, firm, partnership, corporation or trust that owns, operates or is in the process of forming a Financial Institution with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restrictive Area; provided, however, that the ownership by Executive of shares of the capital stock of any Financial Institution, which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five (5) percent (5%) of the institution’s outstanding capital stock, shall not violate any terms of this Agreement;

(ii)Either for Executive or any Financial Institution: (A) induce or attempt to induce any employee of the Company or any of its Affiliates with whom Executive had significant contact to leave the employ of the Company or any of its Affiliates; (B) in any way interfere with the relationship between the Company or any of its Affiliates and any employee of the Company or any of its Affiliates with whom Executive had significant contact; or (C) induce or attempt to induce any customer, supplier, licensee or business relation of the Company or any of its Affiliates with whom Executive had significant contact to cease doing business with the Company or any of its Affiliates or in any way interfere with the relationship between the Company or any of its Affiliates and their respective customers, suppliers, licensees or business relations with whom Executive had significant contact;

(iii)Either for Executive or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of the Company or any of its Affiliates, where Executive had significant contact with such person or entity, with respect to products, activities or services that compete in whole or in part with the products, activities or services of the Company or any of its Affiliates; or

(iv)Serve as the agent, broker or representative of, or otherwise assist, any person or entity in obtaining services or products from any Financial Institution within the Restrictive Area, with respect to products, activities or services that Executive devoted time to on behalf of the Company or any of its Affiliates and that compete in whole or in part with the products, activities or services of the Company or any of its Affiliates.

(d)Works Made for Hire Provisions. The Parties acknowledge that all work performed by Executive for the Company or any of its Affiliates shall be deemed a “work made for hire.” The Company shall at all times own and have exclusive right, title and interest in and to all Confidential Information and Inventions, and the Company shall retain the exclusive right to license, sell, transfer and otherwise use and dispose of the same. Any and all enhancements of the technology of the Company or any of its Affiliates that are developed by Executive shall be the exclusive property of the Company.

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Executive hereby assigns to the Company any right, title and interest in and to all Inventions that Executive may have, by law or equity, without additional consideration of any kind whatsoever from the Company or any of its Affiliates. Executive shall execute and deliver any instruments or documents and do all other things (including the giving of testimony) requested by the Company (both during and after the termination of Executive’s employment with the Company) in order to vest more fully in the Company or any of its Affiliates all ownership rights in the Inventions (including obtaining patent, copyright or trademark protection therefor in the United States and/or foreign countries).

(e)Remedies for Breach of Restrictive Covenant. Executive has reviewed the provisions of this Agreement with legal counsel, or has been given adequate opportunity to seek such counsel, and Executive acknowledges that the covenants contained in this Section 7 are reasonable with respect to their duration, geographical area and scope. Executive further acknowledges that the restrictions contained in this Section 7 are reasonable and necessary for the protection of the legitimate business interests of the Company, that they create no undue hardships, that any violation of these restrictions would cause substantial injury to the Company and such interests, and that such restrictions were a material inducement to the Company to enter into this Agreement. In the event of any violation or threatened violation of these restrictions, the Company, in addition to and not in limitation of, any other rights, remedies or damages available to the Company under this Agreement or otherwise at law or in equity, shall be entitled to preliminary and permanent injunctive relief to prevent or restrain any such violation by Executive and any and all persons directly or indirectly acting for or with Executive, as the case may be. If Executive violates the Restrictive Covenant and the Company brings legal action for injunctive or other relief, the Company shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified herein computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by Executive.

(f)Other Agreements. In the event of the existence of another agreement between the Parties that (a) is in effect during the Restrictive Period, and (b) contains restrictive covenants that conflict with any of the provisions of this Section 7, then the more restrictive of such provisions from the two (2) agreements shall control for the period during which both agreements would otherwise be in effect.

8.No Set-Off; No Mitigation. Except as provided herein, the Company’s obligation to provide benefits under this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including any set-off, counterclaim, recoupment, defense or other right the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

9.Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company:

               MidWestOne Financial Group, Inc.

               Attention: MidWestOne Bank Senior Vice President and

                                 and Chief Human Resources Officer

               102 South Clinton Street

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                Iowa City, Iowa 52240

If to Executive: Executive’s address on file with the Company

or to such other address as either Party may furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt.

10.Applicable Law. All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Iowa applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction, and any court action commenced to enforce this Agreement shall have as its sole and exclusive venue the County of Johnson, Iowa.

11.Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements and arrangements with respect thereto, whether written or oral, specifically including the Prior Agreement and any term sheet or offer letter previously presented to Executive. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement and all other provisions shall remain in full force and effect. The various covenants and provisions of this Agreement are intended to be severable and to constitute independent and distinct binding obligations. Without limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent permitted by law, and such scope may be judicially modified accordingly.

12.Withholding of Taxes. The Company may withhold from any benefits payable under this Agreement all federal, state, city and other taxes as may be required pursuant to any law, governmental regulation or ruling.

13.No Assignment. Executive’s rights to receive benefits under this Agreement shall not be assignable or transferable whether by pledge, creation of a security interest or otherwise, other than a transfer by will or by the laws of descent or distribution. In the event of any attempted assignment or transfer contrary to this Section 13, the Company shall have no liability to pay any amount so attempted to be assigned or transferred. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

14.Successors. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns. The Company shall not effect the sale or other disposition of all or substantially all of its assets unless either (a) the person or entity acquiring the assets, or a substantial portion of the assets, expressly assumes by an instrument in writing all duties and obligations of the Company under this Agreement, or (b) the Company provides, through the establishment of a separate reserve, for the payment in full of all amounts that are or may reasonably be expected to become payable to Executive under this Agreement.

15.Legal Fees. All reasonable legal fees and related expenses (including the costs of experts, evidence and counsel) paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Company if Executive is successful on the merits pursuant to a legal judgment or arbitration.

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16.Amendment. Except as specifically provided in Section 17 hereof, this Agreement may not be amended or modified except by written agreement signed by the Parties.

17.Code Section 409A.

(a)To the extent any provision of this Agreement or action by the Company would subject Executive to liability for interest or additional taxes under Code Section 409A, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Company. It is intended that this Agreement will comply with Code Section 409A, and this Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, no termination or similar payments or benefits shall be payable hereunder on account of Executive’s termination of employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, all installment payments of deferred compensation made hereunder, or pursuant to another plan or arrangement, shall be deemed to be separate payments. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). This Agreement may be amended to the extent necessary (including retroactively) by the Company to avoid the application of taxes or interest under Code Section 409A, while maintaining to the maximum extent practicable the original intent of this Agreement. This Section 17 shall not be construed as a guarantee of any particular tax effect for Executive’s benefits under this Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.

(b)Notwithstanding any provision of this Agreement to the contrary, if Executive is determined to be a Specified Employee as of the Termination Date, then, to the extent required pursuant to Code Section 409A, payments due under this Agreement that are deemed to be deferred compensation shall be subject to a six (6)-month delay following the Termination Date; and all delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the Termination Date (or, if earlier, as of Executive’s death), with all such delayed payments being credited with interest (compounded monthly) for this period of delay equal to the prime rate in effect on the first day of such six (6)-month period. Any portion of the benefits hereunder that were not otherwise due to be paid during the six (6)-month period following the Termination Date shall be paid to Executive in accordance with the payment schedule established herein.

18.Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute shall refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including, “ and the words “to,” “until” and “ending on” (and the like) mean “to, but excluding”; (c) references to a governmental or quasi-governmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority or instrumentality; (d) indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Company; (e) the words “include,” “includes” and “including” means “include, without limitation,” “includes, without limitation” and “including, without limitation,” respectively; (f) all references to preambles, recitals, sections and exhibits are to preambles, recitals, sections and exhibits in or to this Agreement unless otherwise specified; (g) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” and other words of similar import refer to this Agreement as a whole (including exhibits); (h) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document

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or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; (i) all words used shall be construed to be of such gender or number as the circumstances and context require; (j) the captions and headings of preambles, recitals, sections and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions; and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP.

19.Definitions. As used in this Agreement, the terms defined in this Section 19 have the meanings set forth below.

(a)“1934 Act” means the Securities Exchange Act of 1934.

(b)“2023 Award” has the meaning set forth in Section 3(d).

(c)“Affiliate” means each company, corporation, partnership, Financial Institution or other entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company, where “control” means (i) the ownership of fifty-one percent (51%) or more of the Voting Securities or other voting or equity interests of any corporation, partnership, joint venture or other business entity or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, partnership, joint venture or other business entity.

(d)“Agreement” has the meaning set forth in the preamble hereto.

(e)“Annual Base Salary” has the meaning set forth in Section 3(a).

(f)“Base Compensation” means the amount equal to the sum of (i) the greater of Executive’s then-current Annual Base Salary or Executive’s Annual Base Salary as of the date one (1) day prior to the Change in Control, and (ii) the amount of the Incentive Bonus paid (or payable) for the most recently completed fiscal year of the Company.

(g)“Bank” has the meaning set forth in Section 2.

(h)“Bank Board” means the Bank’s Board of Directors.

(i)“Board” has the meaning set forth in Section 2.

(j)“Change in Control” means:

(i)the consummation of the acquisition by any “person” (as such term is defined in Section 13(d) or 14(d) of the 1934 Act) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty percent (50%) or more of the combined voting power of the then outstanding Voting Securities of the Company; or

(ii)the individuals who, as of the Effective Date, are members of the Board cease for any reason to constitute a majority of the Board, unless the election, or nomination for election by the shareholders, of any new director was approved by a vote of a majority of the Board, and such new director shall, for purposes of this Agreement, be considered as a member of the Board; or

(iii)the consummation by the Company of: (A) a merger or consolidation if the shareholders immediately before such merger or consolidation do not, as a result of such merger or

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consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding Voting Securities of the entity resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the Company outstanding immediately before such merger or consolidation; or (B) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding any provision in this definition to the contrary, a Change in Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting power of the then outstanding securities of the Company are acquired by (A) a trustee or other fiduciary holding securities under one (1) or more employee benefit plans maintained for employees of the Company or an Affiliate or (B) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the shareholders in the same proportion as their ownership of stock immediately prior to such acquisition.

Further notwithstanding any provision in this definition to the contrary, in the event that any amount or benefit under this Agreement constitutes deferred compensation and the settlement of or distribution of such amount or benefit is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event” under Code Section 409A.

(k)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

(l)“Code” means the Internal Revenue Code of 1986.

(m)“Company” has the meaning set forth in the preamble hereto.

(n)“Confidential Information” has the meaning set forth in Section 7(a).

(o)“Covered Period” means the period beginning six (6) months prior to a Change in Control and ending twenty-four (24) months after the Change in Control.

(p)“Disability” means that (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident or health plan covering employees of the Company.

(q)“Effective Date” has the meaning set forth in the preamble hereto.

(r)“Employment Period” has the meaning set forth in Section 1.

(s)“Excess Parachute Payment” has the meaning set forth in Code Section 280G.

(t)“Executive” has the meaning set forth in the preamble hereto.

(u)“Financial Institution” means a bank, savings bank, savings and loan association, credit union or similar financial institution.

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(v)“Good Reason” means the occurrence of any one (1) of the following events, unless Executive agrees in writing that such event shall not constitute Good Reason:

(i)an adverse change in the nature, scope or status of Executive’s position, authorities or duties from those in effect in accordance with Section 2 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(ii)a reduction of ten percent (10%) or more in Executive’s Annual Base Salary or Incentive Bonus opportunity (each as measured as of the Effective Date), or a material reduction in Executive’s aggregate benefits or other compensation plans as in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period;

(iii)relocation of Executive’s primary place of employment by more than twenty-five (25) miles from Executive’s primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in travel that is materially greater than prior to the Covered Period;

(iv)failure by an acquirer to assume this Agreement at the time of a Change in Control; or

(v)a material breach by the Company of this Agreement.

Prior to Executive’s Termination for Good Reason, Executive must give the Company written notice of the existence of any condition set forth in clause (i) – (v) immediately above within ninety (90) days of its initial existence and the Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30)-day period, the Company cures the condition giving rise to Good Reason, the condition shall not constitute Good Reason. Further, in order to constitute a Termination for Good Reason, such Termination must occur within twenty-four (24) months of the initial existence of the applicable condition.

(w)“Incentive Bonus” has the meaning set forth in Section 3(b).

(x)“Independent Advisor” means an independent, nationally recognized accounting firm approved by the Parties, where such approval shall not be unreasonably withheld by either Party.

(y)“Initial Award” has the meaning set forth in Section 3(c).

(z)“Inventions” means all systems, procedures, techniques, manuals, databases, plans, lists, inventions, trade secrets, copyrights, patents, trademarks, discoveries, innovations, concepts, ideas and software conceived, compiled or developed by Executive in the course of Executive’s employment with the Company or any of its Affiliates and/or comprised, in whole or part, of Confidential Information. Notwithstanding the foregoing sentence, Inventions shall not include: (i) any inventions independently developed by Executive and not derived, in whole or part, from any Confidential Information or (ii) any invention made by Executive prior to Executive’s exposure to any Confidential Information.

(aa)“Minimum Benefits” means, as applicable, the following:

(i)Executive’s earned but unpaid Annual Base Salary for the period ending on the Termination Date;

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(ii)Executive’s earned but unpaid Incentive Bonus, if any, for any completed fiscal year preceding the Termination Date;

(iii)Executive’s accrued but unpaid PTO for the period ending on the Termination Date;

(iv)Executive’s unreimbursed business expenses and all other items earned and owed to Executive by the Company through and including the Termination Date; and

(v)the benefits, incentives and awards described in Section 4(f).

(bb)     “Parties” has the meaning set forth in the preamble hereto.

(cc)    “Release” means a general release and waiver substantially in the form attached hereto as Exhibit A.

(dd)    “Restrictive Area” means any county (or functionally equivalent subdivision) within any U.S. state, or any county (or functionally equivalent subdivision) adjacent to such county (or functionally equivalent subdivision), where, at the time of Executive’s termination of employment for any reason, the Company has business operations or the Board has approved plans to commence business operations.

(ee)    “Restrictive Covenant” has the meaning set forth in Section 7(c).

(ff)    “Restrictive Period” has the meaning set forth in Section 7(c).

(gg)    “Severance Amount” means

(i)for any Termination other than during a Covered Period, an amount equal to one hundred seventy-five percent (175%) of Executive’s then-current Annual Base Salary as of the respective Termination; or

(ii)for a Termination during a Covered Period, an amount equal to two hundred fifty percent (250%) of Executive’s Base Compensation as of the respective Termination.

(hh)    “Specified Employee” means any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Company based upon the twelve (12)-month period ending on each December 31st (such twelve (12)-month period is referred to below as the “identification period”). If Executive is determined to be a key employee, Executive shall be treated as a Specified Employee for purposes of this Agreement during the twelve (12)-month period that begins on the April 1 following the close of the identification period. For purposes of determining whether Executive is a key employee, “compensation” means Executive’s W-2 compensation as reported by the Company for a particular calendar year.

(ii)    “Termination” means termination of Executive’s employment with the Company during the Employment Period either:

(i)by the Company, other than a Termination for Cause or a termination as a result of Executive’s death or Disability; or

(ii)by Executive for Good Reason.

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(jj)    “Termination Date” means the date of termination of Executive’s employment with the Company.

(kk)    “Termination for Cause” means only a termination of Executive’s employment with the Company as a result of:

(i)Executive’s willful and continuing failure, that is not remedied within thirty (30) days after receipt of written notice of such failure from the Company, to perform Executive’s obligations hereunder;

(ii)Executive’s conviction of, or the pleading of nolo contendere to, a crime of embezzlement or fraud or a felony under the laws of the United States or any state thereof;

(iii)Executive’s breach of fiduciary responsibility; or

(iv)an act of dishonesty by Executive that is materially injurious to the Company.

Any determination of a Termination for Cause under this Agreement shall be made by resolution adopted by at least a two-thirds (2/3) vote of the Board at a meeting called and held for that purpose. Executive shall be provided with reasonable notice of such meeting and shall be given the opportunity to be heard, with the presence of counsel, prior to such vote being taken by the Board.

(ll)    “Total Payments” has the meaning set forth in Section 6(a).

(mm)    “Voting Securities” means any securities that ordinarily possess the power to vote in the election of directors without the happening of any precondition or contingency.

20.Survival. The provisions of Sections 5 through 19 shall survive the termination of this Agreement.

[Signature page follows]

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In witness whereof, the Parties have executed this Agreement as of the 18th day of October, 2022.

MidWestOne Financial Group, Inc	Executive - Charles N. Reeves
By: S:/ KEVIN W. MONSON	S:/ CHARLES N. REEVES
Kevin W. Monson
Chair of the Board of Directors

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Exhibit A

RELEASE AND WAIVER OF CLAIMS

This Release and Waiver of Claims (“Agreement”) is made and entered into by and between MidWestOne Financial Group, Inc. (the “Company”), and Charles N. Reeves (“Executive,” and together with the Company, the “Parties”).

RECITALS

A. The Parties desire to settle fully and amicably all issues between them, including any issues arising out of Executive’s employment with the Company and the termination of that employment.

B. Executive and the Company are parties to that certain Employment Agreement, made and entered into [_______________], (the “Employment Agreement”).

AGREEMENTS

For and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, the receipt of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.Termination of Employment. Executive’s employment with the Company shall be terminated effective as of the close of business on [_______________] (the “Termination Date”).

2.Compensation and Benefits. Subject to the terms of this Agreement, the Company shall compensate Executive under this Agreement as follows (collectively, the “Severance Payments”):

(a)Severance Amount. [_______________].

(b)Accrued Salary and Paid Time Off. Executive shall be entitled to a lump sum payment in an amount equal to Executive’s earned but unpaid annual base salary and accrued but unused paid time off for the period ending on the Termination Date, with such payment to be made on the first payroll date following the Termination Date.

(c)COBRA Benefits. Executive and Executive’s qualified beneficiaries, as applicable, shall be entitled to continuation of group health coverage following the Termination Date under the Company’s group health plan, to the extent required under the Consolidated Omnibus Budget Reconciliation Act of 1986, with Executive required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period as described in Section 4(e) of the Employment Agreement.

(d)Executive Acknowledgement. Executive acknowledges that, subject to fulfillment of all obligations provided for herein, Executive has been fully compensated by the Company, including under all applicable laws, and that nothing further is owed to Executive with respect to wages, bonuses, severance, other compensation, or benefits. Executive further acknowledges that the Severance Payments (other than (b) and (c) immediately above) are consideration for Executive’s promises contained in this Agreement, and that the Severance Payments are above and beyond any wages, bonuses, severance, other compensation, or benefits to which Executive is entitled from the Company under the terms of Executive’s employment or under any other contract or law that Executive would be entitled to absent execution of this Agreement.

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(e)Withholding. The Severance Payments shall be subject to all taxes and other payroll deductions required by law.

3.Termination of Benefits. Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

4.Release of Claims and Waiver of Rights. Executive, on Executive’s own behalf and that of Executive’s heirs, executors, attorneys, administrators, successors, and assigns, fully and forever releases and discharges the Company, its predecessors, successors, parents, subsidiaries, affiliates, and assigns, and its and their directors, officers, trustees, employees, agents, and shareholders, both in their individual and official capacities, and the current and former trustees and administrators of each retirement and other benefit plan applicable to the employees and former employees of the Company, both in their official and individual capacities (the “Releasees”), from all liability, claims, demands, actions, and causes of action Executive now has, may have had, or may ever have, whether currently known or unknown, relating to acts or omissions as of or prior to Executive’s execution of this Agreement (the “Release and Waiver”), including liability, claims, demands, actions, and causes of action:

(a) Relating to Executive’s employment or other association with the Company, or the termination of such employment;

(b) Relating to wages, bonuses, other compensation, or benefits;

(c) Relating to any employment or change in control contract;

(d) Relating to any employment law, including

(i) The United States and State of Iowa Constitutions,

(ii) The Iowa Civil Rights Act of 1965,

(iii) The Iowa Wage Payment Collection Law,

(iv) The Civil Rights Act of 1964,

(v) The Civil Rights Act of 1991,

(vi) The Equal Pay Act,

(vii) The Employee Retirement Income Security Act of 1974,

(viii) The Age Discrimination in Employment Act (the “ADEA”),

(ix) The Older Workers Benefit Protection Act,

(x) The Worker Adjustment and Retraining Notification Act,

(xi) The Americans with Disabilities Act,

(xii) The Family and Medical Leave Act,

(xiii) The Occupational Safety and Health Act,

(xiv) The Fair Labor Standards Act,

(xv) The National Labor Relations Act,

(xvi) The Genetic Information Nondiscrimination Act,

(xvii) The Rehabilitation Act,

(xviii) The Fair Credit Reporting Act,

(xix) Executive Order 11246,

(xx) Executive Order 11141, and

(xxi) Each other federal, state, and local statute, ordinance, and regulation relating to employment;

(e) Relating to any right of payment for disability;

(f) Relating to any statutory or contractual right of payment; and

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(g) For relief on the basis of any alleged tort or breach of contract under the common law of the State of Iowa or any other state, including defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, and negligence.

Executive acknowledges that statutes exist that render null and void releases and waivers of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or waiving party at the time of execution of the release and waiver. Executive waives, surrenders, and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction, including the State of Iowa.

5.Exclusions from General Release.

(a)Excluded from the Release and Waiver are any claims or rights arising pursuant to this Agreement and any claims or rights that cannot be waived by law, as well as Executive’s right to file a charge with an administrative agency or participate in any agency investigation, including with the Equal Employment Opportunity Commission. Executive is, however, waiving the right to recover any money in connection with a charge or investigation and the right to recover any money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency, except where such waivers are prohibited by law.

(b)Notwithstanding the foregoing, nothing contained in this Section 5 shall limit Executive’s ability to file a charge or complaint with any governmental, administrative or judicial agency (each, an “Agency”) pursuant to any applicable whistleblower statute or program (each, a “Whistleblower Program”). Executive acknowledges that this Section 5 does not limit (A) his ability to communicate, in connection with a charge or complaint pursuant to any Whistleblower Program with any Agency or otherwise participate in any investigation or proceeding that may be conducted by such Agency, including providing documents or other information, without notice to the Company, or (B) his right to receive an award for information provided to such Agency pursuant to any Whistleblower Program.

6.Covenant Not to Sue.

(a)A “covenant not to sue” is a legal term that means Executive promises not to file a lawsuit in court. It is different from the Release and Waiver. Besides waiving and releasing the claims covered by Section 4 above, Executive shall never sue the Releasees in any forum for any reason covered by the Release and Waiver. Notwithstanding this covenant not to sue, Executive may bring a claim against the Company to enforce this Agreement or to challenge the validity of this Agreement under the ADEA. If Executive sues any of the Releasees in violation of this Agreement, Executive shall be liable to them for their reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other litigation costs incurred in defending against Executive’s suit. In addition, if Executive sues any of the Releasees in violation of this Agreement, the Company can require Executive to return all but a sum of $100 of the Severance Payments, which sum is, by itself, adequate consideration for the promises and covenants in this Agreement. In that event, the Company shall have no obligation to make any further Severance Payments.

(b)If Executive has previously filed any lawsuit against any of the Releasees, Executive shall immediately take all necessary steps and execute all necessary documents to withdraw or dismiss such lawsuit to the extent Executive’s agreement to withdraw, dismiss, or not file a lawsuit would not be a violation of any applicable law or regulation.

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7.    Mutual Non-Disparagement. At all times following the signing of this Agreement, neither Party shall engage in any vilification of the other, and each Party shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including management style, methods of doing business, the quality of products and services, role in the community, or treatment of employees. Executive acknowledges that the only persons whose statements may be attributed to the Company for purposes of this covenant not to make disparaging statements shall be each member of the Company’s Board of Directors and the Company’s Chief Executive Officer. The Parties shall do nothing that would damage the other’s business reputation or good will.

8.    Restrictive Covenants. Section 7 of the Employment Agreement (entitled “Restrictive Covenants”) shall continue in full force and effect as if fully restated herein.

9.No Admissions. The Company denies that any of the Releasees have taken any improper action against Executive, and this Agreement shall not be admissible in any proceeding as evidence of improper action by any of the Releasees.

10.Confidentiality of Agreement. Executive shall keep the existence and the terms of this Agreement confidential, except for Executive’s immediate family members and Executive’s legal and tax advisors in connection with services related hereto and except as may be required by law or in connection with the preparation of tax returns.

11.    Non-Waiver. The Company’s waiver of a breach of this Agreement by Executive shall not be construed or operate as a waiver of any subsequent breach by Executive of the same or of any other provision of this Agreement.

12.Governing Law. This Agreement shall be governed by and construed under the laws of the State of Iowa, without regard to principles of conflict of laws (whether in the State of Iowa or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Iowa.

13.Entire Agreement. This Agreement sets forth the entire agreement of the Parties regarding the subject matter hereof, and shall be final and binding as to all claims that have been or could have been advanced on behalf of Executive pursuant to any claim arising out of or related in any way to Executive’s employment with the Company and the termination of that employment. This Agreement may not be amended, modified, altered, or changed except by express written consent of the Parties.

14.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

15.Successors. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns.

16.Enforcement. The provisions of this Agreement shall be regarded as divisible and separable and if any provision should be declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. If the scope of any restriction or requirement contained in this Agreement is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and Executive hereby consents that any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. In addition, Executive stipulates that breach by Executive of restrictions and requirements under this Agreement will cause irreparable damage to the Releasees in the case of Executive’s breach

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and that the Company would not have entered into this Agreement without Executive binding Executive to these restrictions and requirements. In the event of Executive’s breach of this Agreement, in addition to any other remedies the Company may have, and without bond and without prejudice to any other rights and remedies that the Company may have for Executive’s breach of this Agreement, the Company shall be relieved of any obligation to provide Severance Payments and shall be entitled to an injunction to prevent or restrain any such violation by Executive and all persons directly or indirectly acting for or with Executive.

17.Construction. In this Agreement, unless otherwise stated, the following uses apply: (a) references to a statute or law refer to the statute or law and any amendments and any successor statutes or laws, and to all regulations promulgated under or implementing the statute or law, as amended, or its successors, as in effect at the relevant time; (b) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including, “ and the words “to,” “until,” and “ending on” (and the like) mean “to, and including”; (c) references to a governmental or quasi-governmental agency, authority, or instrumentality also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (d) the words “include,” “includes,” and “including” (and the like) mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” (and the like) respectively; (e) the words “hereof,” “herein,” “hereto,” “hereby,” (and the like) refer to this Agreement as a whole; (f) any reference to a document or set of documents, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (g) all words used shall be construed to be of such gender or number as the circumstances and context require; and (h) the captions and headings of preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions.

18.Future Cooperation. In connection with any and all claims, disputes, or negotiations, or governmental, internal, or other investigations, lawsuits, or administrative proceedings (the “Legal Matters”) involving any of the Releasees (collectively, the “Disputing Parties” and, individually, each a “Disputing Party”), Executive shall make herself reasonably available, upon reasonable notice from the Company and without the necessity of subpoena, to provide information and documents, provide declarations and statements regarding a Disputing Party, meet with attorneys and other representatives of a Disputing Party, prepare for and give depositions and testimony, and otherwise cooperate in the investigation, defense, and prosecution of any and all such Legal Matters, as may, in the good faith and judgment of the Company, be reasonably requested. The Company shall consult with Executive and make reasonable efforts to schedule such assistance so as not to materially disrupt Executive’s business and personal affairs. The Company shall reimburse all reasonable expenses incurred by Executive in connection with such assistance, including travel, meals, rental car, and hotel expenses, if any; provided such expenses are approved in advance by the Company and are documented in a manner consistent with expense reporting policies of the Company as may be in effect from time to time.

19.Representations by Executive. Executive acknowledges each of the following:

(a)    Executive is aware that this Agreement includes a release of all known and unknown claims.

(b)    Executive is legally competent to execute this Agreement and Executive has not relied on any statements or explanations made by the Company or its attorneys not otherwise set forth herein.

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(c)    Any modifications, material or otherwise, made to this Agreement shall not restart or affect in any manner the original 21-day consideration period.

(d)    Executive has been offered at least 21 days to consider this Agreement.

(e)    Executive has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement, including the Release and Waiver, and to negotiate such terms.

(f)    Executive, without coercion of any kind, freely, knowingly, and voluntarily enters into this Agreement.

(g)    Executive has the right to rescind the Release and Waiver by written notice to the Company within seven (7) calendar days after Executive has signed this Agreement, and the Release and Waiver shall not become effective or enforceable until seven (7) calendar days after Executive has signed this Agreement, as evidenced by the date set forth below Executive’s signature on the signature page hereto. Any such rescission must be in writing and delivered by hand, or sent by U.S. Mail within such seven (7)-day period, to the attention of [_______________]. If delivered by U.S. Mail, the rescission must be: (i) postmarked within the seven (7)-day period and (ii) sent by certified mail, return receipt requested.

[Signature page follows]

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In witness whereof, the Parties have executed this Agreement as of dates set forth below their respective signatures below.

MidWestOne Financial Group, Inc.		Executive – Charles N. Reeves
By:
	[Name]      [Title]
Date:

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EX-99.1

FOR IMMEDIATE RELEASE

MIDWESTONE NAMES CHARLES N. REEVES AS NEW CEO

Seasoned Banking Leader Brings Track Record of Driving Growth for Community, Regional and National Institutions

IOWA CITY, IOWA – OCTOBER 19, 2022 – MidWestOne Financial Group, Inc. (Nasdaq: MOFG), parent company of MidWestOne Bank, today announced that its Board of Directors has named Charles (Chip) N. Reeves, 54, as its new Chief Executive Officer (CEO), effective November 1, 2022. Reeves succeeds Charlie Funk, who is retiring following a successful 22-year career with the organization. Funk will remain with MidWestOne through April 2023 as a special advisor to ensure a seamless transition, and he will continue to serve as a director on the Company’s Board of Directors.

Reeves, a seasoned senior banking and financial services leader, brings a demonstrated track record of driving growth for community, regional and national institutions. In addition, he has extensive experience successfully managing fully integrated banking units across multiple lines of business including retail, small business, wealth management, and commercial banking.

“Following an extensive search to find the right candidate to lead our organization, we are excited to welcome Chip to MidWestOne,” said Kevin Monson, Company and Bank Chairman of the Board. “He has 32 years of broad-based banking experience in both robust and distressed economic environments, as well as rural and metro markets. Chip is equally skilled at building and developing leadership teams to foster long-term relationships, and help customers and communities succeed. We look forward to leveraging his skills and experience to drive long-term growth at MidWestOne.”

Most recently, Reeves served as President, CEO and Director of Beach Bancorp, Inc., parent company of Beach Bank, a Fort Walton Beach, Fla.-headquartered community bank. Prior to that, he was President and Chief Operating Officer of Bank of the Cascades, a $3.2 billion publicly traded financial services company with operations in Oregon, Idaho, and Washington. Additionally, Reeves had a long-standing, 22-year career with Fifth Third Bancorp, where he held several executive leadership positions of increasing responsibility. These included: Executive Vice President, Head of Commercial Banking, Chicago; and, Market President, Fifth Third Bank, Chicago. As Market President, he led all Fifth Third Bank activities in the Chicago-Northern Indiana region. The affiliate bank comprised 2,000 employees, $11 billion in assets, 180 banking centers, and commercial, branch and mortgage banking, and wealth management advisory services.

Said Reeves, “I am excited to join MidWestOne and for the opportunities we have ahead of us – and I’m humbled by the legacy that Charlie Funk leaves. He prioritized integrity and community banking and led the organization from less than $500 million in assets and approximately 200 employees in 2000, to nearly $6.5 billion in assets and more than 800 employees today. I look forward to working with Charlie during the transition period and building on MidWestOne’simportant legacy with our employees and the communities we serve.”

Reeves graduated from Miami University, Oxford, Ohio, with a bachelor’s degree in marketing. He has served as a Director or Trustee of many community and professional organizations including The United Way, American Heart Association, Positive Coaching Alliance, The Florida Bankers Association and the Chicago Economic Club.

Said Funk, “We have traveled many miles together these past 22 years. Our Board of Directors has made an excellent choice for the next CEO of MidWestOne. We have built a strong foundation and I am confident that Chip will provide the leadership that will take MidWestOne to new heights.”

About MidWestOne Financial Group

MidWestOne Financial Group, Inc. is a financial holding company headquartered in Iowa City, Iowa. MidWestOne is the parent company of MidWestOne Bank, which operates banking offices in Iowa, Minnesota, Wisconsin, Florida, and Colorado. MidWestOne provides electronic delivery of financial services through its website, MidWestOne.bank. MidWestOne Financial Group, Inc. trades on the Nasdaq Global Select Market under the symbol “MOFG”.

Contact:

Barry S. Ray

Chief Financial Officer

319.356.5800

XML

Cover Page	Oct. 18, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 18, 2022
Entity Registrant Name	MidWestOne Financial Group, Inc.
Entity File Number	001-35968
Entity Incorporation, State or Country Code	IA
Entity Tax Identification Number	42-1206172
Entity Address, Address Line One	102 South Clinton Street
Entity Address, City or Town	Iowa City
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	52240
City Area Code	319
Local Phone Number	356-5800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $1.00 par value
Trading Symbol	MOFG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001412665
Document Information [Line Items]
Document Period End Date	Oct. 18, 2022