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 13, 2020

ISABELLA BANK CORPORATION

(Exact name of registrant as specified in its charter)

MICHIGAN	000-18415	38-2830092
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 North Main Street, Mt. Pleasant, Michigan	48858-1649
(Address of principal executive offices)	(Zip Code)

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

Not Applicable

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

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

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

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

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

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

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

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

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

Emerging growth company ¨

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

Section 5 - Corporate Governance and Management

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

(e)    On October 13, 2020 the registrant’s wholly-owned subsidiary, Isabella Bank, amended its Relocation Expense Agreement (the “Amendment”) with it principal financial officer, Neil M. McDonnell.Under the Amendment, the time condition on the reimbursement of expenses was extended from October 13, 2020, to January 11, 2021.Similarly, the deadline for Mr. McDonnell to close on the purchase of a primary residence within commuting distance of the Bank’s headquarters in Mt. Pleasant, Michigan was extended from October 13, 2020, to January 11, 2021.

The foregoing brief description of the Amendment is qualified in its entirety by reference to the text of the Amendment, a copy of which is attached as Exhibit 10.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
10.1	First Amendment to the Isabella Bank Relocation Expense Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ISABELLA BANK CORPORATION
Dated:	October 13, 2020	By:	/s/ Jae A. Evans
			Jae A. Evans, President & CEO

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO ISABELLA BANK RELOCATION EXPENSE AGREEMENT

FIRST AMENDMENT dated as of October 13, 2020, to the Isabella Bank Relocation Expense Agreement dated effective as of July 13, 2020 (the “Agreement”), by and between Neil M. McDonnell (the “Employee”) and Isabella Bank (together with any successors and affiliates, the “Bank”).

WHEREAS, the ability of the Employee to incur Eligible Expenses under the Agreement expires at midnight on October 13, 2020; and

WHEREAS, in accordance with Section 11 of the Agreement, the parties hereto desire to amend the Agreement on the terms set forth herein to extend the period during which Employee may incur Eligible Expenses and close on the purchase of a primary residence within commuting distance of the Bank’s headquarters in Mt. Pleasant, Michigan.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendment to Sections 2 and 4. Effective as of October 13, 2020, the references to “October 13, 2020” in Sections 2 and 4 of the Agreement are changed to “January 11, 2021”.

SECTION 2. Agreement; Terms. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof, and this First Amendment shall not be deemed to waive or amend any provision of the Agreement except as expressly set forth herein. As used in the Agreement, the terms “this Agreement,” “herein,” “hereinafter,” “hereunder,” “hereto,” and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise specifically requires, the Agreement as amended by this First Amendment.

SECTION 3. Headings. Section headings in this First Amendment are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.

SECTION 4. Counterparts. This First Amendment may be executed by the parties hereto in separate counterparts, and electronically by facsimile or PDF, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

SECTION 5. Governing Law. This First Amendment shall be construed in accordance with and governed by the laws of the State of Michigan (without regard to any rules or principles of conflicts of law that would cause the application of the laws of any jurisdiction other than the State of Michigan).

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment to the Agreement as of the date first above written

EMPLOYEE

/s/ Neil M. McDonnell

Neil M. McDonnell

Date: October 13, 2020

ISABELLA BANK

/s/ Jae A. Evans

Jae A. Evans, Chief Executive Officer

Date: October 13, 2020

[Signature Page to First Amendment to Relocation Expense Agreement]

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