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):  June 1, 2014

MERCANTILE BANK CORPORATION
(Exact name of registrant as
specified in its charter)

Michigan
(State or other jurisdiction
of incorporation) 000-26719
(Commission
File Number) 38-3360865
(IRS Employer
Identification no.)

310 Leonard St., N.W. Grand Rapids, Michigan
(Address of principal executive offices) 49504
(Zip Code)

Registrant's telephone number,
including area code:  (616) 406-3000

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 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))

Item 2.01     Completion of Acquisition or Disposition of Assets.

On June 1, 2014, Mercantile Bank Corporation ("Mercantile" or the "Company") completed the previously-announced merger contemplated by the Agreement and Plan of Merger dated August 14, 2013 (the "Merger Agreement") between the Company and Firstbank Corporation ("Firstbank"). Pursuant to the terms of the Merger Agreement, Firstbank has merged with and into the Company (the "Merger"), with the Company as the surviving corporation. Each outstanding share of the common stock of Firstbank has been converted into the right to receive 1.00 share of the Company's common stock.

Pursuant to the Merger Agreement, the Company will issue approximately 8,088,000 shares of Company common stock to holders of Firstbank common stock.

The Company’s common stock will continue to trade on the Nasdaq Stock Market under the symbol "MBWM." Following completion of the Merger, Firstbank common stock ceased trading on Nasdaq.

The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2013, and is incorporated herein by reference.

Item 3.03     Material Modification to Rights of Security Holders.

As previously disclosed in a Current Report on Form 8-K filed on December 12, 2013, the Company's shareholders approved an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of common stock from 20 million to 40 million. This amendment took effect on June 1, 2014, at the effective time of the Merger.

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

Board of Directors

Kirk J. Agerson, Edward J. Clark, John F. Donnelly, Michael D. Faas, Doyle A. Hayes, Susan K. Jones, Timothy O. Schad and Robert B. Kaminski, Jr. each resigned from the Board of Directors of the Company, as of the effective time of the Merger, in order to reduce the number of continuing Mercantile directors to three, as provided in the Merger Agreement. There is no disagreement between the Company and any of the foregoing persons known to an executive officer of the Company on any matter relating to the Company's operations, policies or practices. All of these individuals continue to serve as directors of the Company’s subsidiary bank, Mercantile Bank of Michigan.

Pursuant to the Merger Agreement, Firstbank directors Thomas R. Sullivan, Edward B. Grant and Jeff A. Gardner were appointed to the Board of Directors of Mercantile as of the effective time of the Merger. The Mercantile Board of Directors determined that the size of the board will be six directors, effective as of the effective time of the Merger, as contemplated by the Merger Agreement.

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Messrs. Grant and Gardner will each be entitled to receive compensation for their service as a director consistent with the compensation paid to other directors as described in Mercantile's proxy statement filed with the Securities and Exchange Commission on March 14, 2014. Mr. Sullivan will be entitled to receive compensation for his service as Chairman of the Board of Directors, as described under "Executive Officers" below.

The Board of Directors determined that as of the effective time of the Merger, the Company’s board committees will be as follows:

Audit Committee:	Edward Grant, Chairman David Cassard Jeff Gardner Calvin Murdock
Compensation Committee:	Calvin Murdock, Chairman Edward Grant David Cassard Jeff Gardner
Nominating and Corporate Governance Committee:	David Cassard, Chairman Jeff Gardner Edward Grant Calvin Murdock

Executive Officers

The Board of Directors appointed Thomas R. Sullivan to serve as Chairman of the Company's Board of Directors for a term of one year following the effective time of the Merger. Mr. Sullivan previously served as Firstbank's President and Chief Executive Officer. The Company and Mr. Sullivan entered into an Employment Agreement, which was filed as Exhibit 10.2 to the Company's Form 8-K filed on August 15, 2013. The employment agreement provides that the Board of Directors will nominate and vote for Mr. Sullivan’s re-election to the Board of Directors at any meeting of the Company's shareholders within three years of the effective date of Mr. Sullivan's employment agreement.

The Board of Directors has appointed Samuel G. Stone as its Executive Vice President – Corporate Finance and Strategic Planning effective as of June 1, 2014. Mr. Stone previously served as Firstbank’s Executive Vice President and Chief Financial Officer. The Company and Mr. Stone entered into an Employment Agreement, which was filed as Exhibit 10.3 to the Company's Form 8-K filed on August 15, 2013.

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The Board of Directors also determined that the following individuals will serve as executive officers of the Company, as of the effective time of the Merger:

Michael H. Price	President and Chief Executive Officer
Thomas R. Sullivan	Chairman of the Board of Directors
Robert B. Kaminski, Jr.	Executive Vice President and Chief Operating Officer
Samuel G. Stone	Executive Vice President – Corporate Finance and Strategic Planning
Charles E. Christmas	Senior Vice President, Chief Financial Officer and Treasurer

Assumption of Firstbank Stock Awards and Plans

At the effective time of the Merger, the Company assumed Firstbank’s stock incentive plans, including the Firstbank Corporation 2006 Stock Compensation Plan.

Item 7.01.     Regulation FD Disclosure.

On June 2, 2014, Mercantile issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto, and is incorporated by reference herein.

The information in this Item 7.01 (including the press release) is furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01     Other Events.

On June 2, 2014, Mercantile issued a letter to shareholders. The letter included, among other information, an announcement that Mercantile expects to make a dividend reinvestment plan available to shareholders after July 1, 2014. The letter to shareholders is attached as Exhibit 99.2 hereto, and is incorporated by reference herein.

Item 9.01.     Financial Statements and Exhibits.

(a)      Financial Statements of Businesses Acquired.

The Company intends to file the financial statements of Firstbank required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b)      Pro Forma Financial Information.

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The Company intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.

(d)	Exhibits:
	2.1	Agreement and Plan of Merger dated August 14, 2013. Previously filed as Exhibit 2.1 to Mercantile Bank Corporation's Form 8-K filed on August 15, 2013 and incorporated herein by reference.
	3.1	Text of Amendment to Articles of Incorporation of Mercantile Bank Corporation. Previously filed as Annex B to the Company’s Registration Statement on Form S-4 filed on September 17, 2013 and incorporated herein by reference.
	3.2	Articles of Incorporation of Mercantile Bank Corporation, as amended to date.
	10.1	Employment Agreement with Thomas Sullivan dated August 14, 2013. Previously filed as Exhibit 10.2 to Mercantile Bank Corporation's Form 8-K filed on August 15, 2013 and incorporated herein by reference.
	10.2	Employment Agreement with Samuel Stone dated August 14, 2013. Previously filed as Exhibit 10.3 to Mercantile Bank Corporation's Form 8-K filed on August 15, 2013 and incorporated herein by reference.
	10.3	Firstbank Corporation 2006 Stock Compensation Plan.
	10.4	Form of Stock Option Agreement for Firstbank Corporation 2006 Stock Compensation Plan.
	99.1	Mercantile Bank Corporation Press Release dated June 2, 2014. This Exhibit is furnished to, and not filed with, the Commission.
	99.2	Letter to shareholders dated June 2, 2014.

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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 thereunto duly authorized.

Date:  May 29, 2014	MERCANTILE BANK CORPORATION
	By	/s/ Charles E. Christmas
		Charles E. Christmas Senior Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit Number	Document
2.1	Agreement and Plan of Merger dated August 14, 2013. Previously filed as Exhibit 2.1 to Mercantile Bank Corporation’s Form 8-K filed on August 15, 2013 and incorporated herein by reference.
3.1	Text of Amendment to Articles of Incorporation of Mercantile Bank Corporation. Previously filed as Annex B to the Company’s Registration Statement on Form S-4 filed on September 17, 2013 and incorporated herein by reference.
3.2	Articles of Incorporation of Mercantile Bank Corporation, as amended to date.
10.1	Employment Agreement with Thomas Sullivan dated August 14, 2013. Previously filed as Exhibit 10.2 to Mercantile Bank Corporation’s Form 8-K filed on August 15, 2013 and incorporated herein by reference.
10.2	Employment Agreement with Samuel Stone dated August 14, 2013. Previously filed as Exhibit 10.3 to Mercantile Bank Corporation’s Form 8-K filed on August 15, 2013 and incorporated herein by reference.
10.3	Firstbank Corporation 2006 Stock Compensation Plan.
10.4	Form of Stock Option Agreement for Firstbank Corporation 2006 Stock Compensation Plan.
99.1	Mercantile Bank Corporation Press Release dated June 2, 2014. This Exhibit is furnished to, and not filed with, the Commission.
99.2	Letter to shareholders dated June 2, 2014.

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EX-3

EXHIBIT 3.2

ARTICLES OF INCORPORATION

OF

MERCANTILE BANK CORPORATION

As amended through June 1, 2014

ARTICLE I.
Name

     The name of the corporation is Mercantile Bank Corporation.

ARTICLE II
Corporate Purpose

     The purpose or purposes for which the corporation is formed are to serve as a bank holding company registered under the Bank Holding Company Act of 1956, being 12 U.S.C. Sections 1841 to 1850 (as amended from time to time, and including any successor statutes) and to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan.

ARTICLE III
Capital Stock

     The total number of shares of all classes of stock which the corporation shall have authority to issue is 41,000,000 shares which shall be divided into two classes as follows:

(1)	1,000,000 shares of Preferred Stock (Preferred Stock); and
(2)	40,000,000 shares of Common Stock (Common Stock).

The designations and the powers, preferences and relative, participating optional or other special rights, and the qualifications limitations or restrictions of the above classes of stock shall be as follows:

A. Preferred Stock

     1. Shares of Preferred Stock may be issued in one or more series at such time or times and for such consideration or considerations as the Board of Directors may determine.

     2. The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full or limited, but not to exceed one vote per share, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restriction thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in these Articles of Incorporation, or any amendment thereto, including (but without limiting the generality of the foregoing) the following:

     (a) The designation of such series and number of shares comprising such series, which number may (except where otherwise provided by the Board of Directors in creating such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the Board of Directors.

     (b) The dividend rate or rates on the shares of such series and the preference or relation which such dividends shall bear to the dividends payable on any other class of capital stock or on any other series of Preferred Stock, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether and upon what condition such dividends shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate.

     (c) Whether the shares of such series shall be redeemable, and, if redeemable, whether redeemable for cash, property or rights, including securities of any other corporations, at the option of either the holder or the corporation or upon the happening of a specified event, the limitations and restrictions with respect to such redemption, the time or times when, the price or prices or rate or rates at which, the adjustments with which and the manner in which such shares shall be redeemable, including the manner of selecting shares of such series for redemption if less than all shares are to be redeemed.

     (d) The rights to which the holders of shares of such series shall be entitled, and the preferences, if any, over any other series (or of any other series over such series), upon the voluntary or involuntary liquidation, dissolution, distribution or winding up of the corporation, which rights may vary depending on whether such liquidation, dissolution, distribution or winding up is voluntary or involuntary, and, if voluntary, may vary at different dates. 

     (e) Whether the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund, and, if so, whether and upon what conditions such purchase, retirement or sinking fund shall be cumulative or noncumulative, the extent to which and the manner in which such fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof.

     (f) Whether the shares of such series shall be convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or of any other series of any class of capital stock of the corporation, and, if so convertible or exchangeable, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange.

     (g) The voting powers, full and/or limited, if any, of the shares of such series, and whether and under what conditions the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a single class, for the election of one or more directors, or additional directors of the corporation in case of dividend arrearages or other specified events, or upon other matters.

     (h) Whether the issuance of any additional shares of such series, or of any shares of any other series, shall be subject to restrictions as to issuance, or as to the powers, preferences or rights of any such other series.

     (i) Any other preferences, privileges and powers and relative, participating, option or other special rights, and qualifications, limitations or restrictions of such series, as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of these Articles of Incorporation.

     3. Unless and except to the extent otherwise required by law or provided in the resolution or resolutions of the Board of Directors creating any series of Preferred Stock pursuant to this Section A, the holders of the Preferred Stock shall have no voting power with respect to any matter whatsoever. In no event shall the Preferred Stock be entitled to more than one vote in respect of each share of stock.

     4. Shares of Preferred Stock redeemed, converted, exchanged, purchased, retired or surrendered to the corporation, or which have been issued and reacquired in any manner, may, upon compliance with any applicable provisions of the Business Corporation Act of the State of Michigan, be given the status of authorized and unissued shares of Preferred Stock and may be reissued by the Board of Directors as part of the series of which they were originally a part or may be reclassified into and reissued as part of a new series or as a part of any other series, all subject to the protective conditions or restrictions of any outstanding series of Preferred Stock.

B. Common Stock

     1. Except as otherwise required by law or by any amendment to these Articles of Incorporation, each holder of Common Stock shall have one vote for each share of stock held by him of record on the books of the corporation on all matters voted upon by the shareholders.

     2. Subject to the preferential dividend rights, if any, applicable to shares of Preferred Stock and subject to applicable requirements, if any, with respect to the setting aside of sums for purchase, retirement or sinking funds for Preferred Stock, the holders of Common Stock shall be entitled to receive, to the extent permitted by law, such dividends as may be declared from time to time by the Board of Directors.

     3. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock, holders of Common Stock shall be entitled to receive all of the remaining assets of the corporation of whatever kind available for distribution to shareholders ratably in proportion to the number of shares of Common Stock held by them respectively. The Board of Directors may distribute in kind to the holders of Common Stock such remaining assets of the corporation or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other corporation, trust or entity, or any combination thereof, and may sell all or any part of the consideration so received and distribute any balance thereof in kind to holders of Common Stock. The merger or consolidation of the corporation into or with any other corporation, or the merger of any other corporation into it, or any purchase or redemption of shares of stock of the corporation of any class, shall not be deemed to be a dissolution, liquidation of winding up of the corporation for the purposes of this paragraph.

     4. Such numbers of shares of Common Stock as may from time to time be required for such purpose shall be reserved for issuance (i) upon conversion of any shares of Preferred Stock or any obligation of the corporation convertible into shares of Common Stock which is at the time outstanding or issuable upon exercise of any options or warrants at the time outstanding and (ii) upon exercise of any options, warrants or rights at the time outstanding to purchase shares of Common Stock. 

ARTICLE IV
Board of Directors

A. Number, Election and Term of Directors.The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors. The number of directors of the corporation shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors of the corporation, except that the minimum number of directors shall be fixed at no less than 6 and the maximum number of directors shall be fixed at no more than 15. Commencing with the 2009 annual meeting of shareholders, directors shall be elected annually to hold office until the succeeding annual meeting of shareholders. Directors elected at the 2006 annual meeting of shareholders shall hold office until the 2009 annual meeting of shareholders; directors elected at the 2007 annual meeting of shareholders shall hold office until the 2010 annual meeting of shareholders; and directors elected at the 2008 annual meeting of shareholders shall hold office until the 2011 annual meeting of shareholders. A director shall hold office for the term for which the director is elected and until the director’s successor is elected and qualified, or until the director’s resignation or removal.

B. Shareholder Nomination of Director Candidates.Nominations for election to the Board of Directors of the corporation at a meeting of shareholders may be made by the Board of Directors, on behalf of the Board of Directors by any nominating committee appointed by the Board of Directors, or by any shareholder of the corporation entitled to vote for the election of directors at the meeting. Nominations, other than those made by or on behalf of the Board of Directors, shall be made by notice in writing delivered to or mailed, postage prepaid, and received by the Secretary of the corporation at least 60 days but no more than 90 days prior to the anniversary date of the immediately preceding Annual Meeting of Shareholders. The notice shall set forth (i) the name and address of the shareholder who intends to make the nomination; (ii) the name, age, business address and, if known, residence address of each nominee; (iii) the principal occupation or employment of each nominee; (iv) the number of shares of stock of the corporation which are beneficially owned by each nominee and by the nominating shareholder; (v) any other information concerning the nominee that must be disclosed by nominees in a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934 (or any subsequent provisions replacing such Regulation); and (vi) the executed consent of each nominee to serve as a director of the corporation, if elected. The chairman of the meeting of shareholders may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if the chairman should so determine, the chairman shall so declare to the meeting and the defective nomination shall be disregarded.

C. Newly Created Directorships and Vacancies.Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum, or by a sole remaining director. Any director chosen to fill a vacancy shall hold office for a term that expires at the next election of directors and until the director’s successor is elected and qualified. In no case will a decrease in the number of directors shorten the term of any incumbent director.

D. Removal.Any director may be removed from office only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class.

E. Preferred Stock.Notwithstanding the foregoing paragraphs, whenever the holders of any one or more classes or series of Preferred Stock issued by the corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the Articles of Incorporation applicable thereto. The then authorized number of directors of the corporation shall be increased by the number of additional directors to be elected.

 F. Amendment or Repeal.Notwithstanding anything contained in these Articles of Incorporation or the By-laws of the corporation to the contrary, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend, repeal or adopt any provision inconsistent with the purpose and intent of this Article.

ARTICLE V
Directors’ Liability

     A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) a violation of Section 551(1) of the Michigan Business Corporation Act, or (iv) for any transaction from which the director derived any improper personal benefit. If the Michigan Business Corporation Act is amended after the date of these Articles of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Business Corporation Act, as so amended.

     Any repeal or modification of the foregoing paragraph by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VI
Indemnification

     Directors and officers of the corporation shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the name of the corporation, a subsidiary, or otherwise) arising out of their service to the corporation or a subsidiary, or to another organization at the request of the corporation or a subsidiary. Persons who are not directors or officers of the corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the corporation. The corporation may purchase and maintain insurance to protect itself and any such director, officer or other person against any liability asserted against him and incurred by him in respect of such service whether or not the corporation would have the power to indemnify him against such liability by law or under the provisions of this paragraph. The provisions of this paragraph shall be applicable to directors, officers and other persons who have ceased to render such service, and shall inure to the benefit of the heirs, executors, and administrators of the directors, officers and other persons referred to in this paragraph.

ARTICLE VII
Shareholder Action

     Except as otherwise required by law, any action required or permitted to be taken on or after September 30, 1997 by any shareholders of the corporation must be effected at a duly called annual or special meeting of such shareholders and may not be effected by any consent in writing by such shareholders. Except as may be otherwise required by law, special meetings of shareholders of the corporation may be called only by the Board of Directors or the Chairman of the Board. Notwithstanding anything contained in these Articles of Incorporation or the By-laws of the corporation to the contrary, the affirmative vote of at least 66 2/3% of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with the purpose and intent of this Article.

ARTICLE VIII
Registered Office and Agent

     The address of the initial registered office of the corporation is: 500 Woodward Avenue, Suite 4000, Detroit, Michigan 48226. The name of the resident agent is: Jerome M. Schwartz. 

ARTICLE IX
Incorporator

     The name and address of the incorporator of the corporation is as follows:

Jerome M. Schwartz
Dickinson, Wright, Moon, Van Dusen & Freeman
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226

EX-10

EXHIBIT 10.3

FIRSTBANK CORPORATION

2006 STOCK COMPENSATION PLAN

ARTICLE 1

ESTABLISHMENT AND PURPOSE OF THE PLAN

1.1     Establishment of the Plan. Firstbank Corporation, a Michigan corporation (the “Company”), hereby establishes a stock compensation plan to be known as the “Firstbank Corporation Stock Compensation Plan” (the “Plan”), as set forth in this document. The Plan permits the granting of stock options, restricted stock, and other stock-based awards to employees of the Company and its subsidiaries.

1.2     Purpose of the Plan. The purpose of the Plan is to promote the long-term success of the Company for the benefit of the Company’s shareholders, through stock-based compensation, by aligning the personal interests of the Company’s employees with those of its shareholders. The Plan is also designed to allow employees to participate in the Company’s future, as well as to enable the Company to attract, retain and award good employees. Compensation related to Awards under the Plan is generally intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”).

1.3     Term of Plan. No Awards shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date (“Termination Date”), provided that Awards granted prior to the Termination Date may extend beyond that date.

ARTICLE 2

DEFINITIONS

For purposes of this Plan, the following terms shall have the meanings set forth below:

2.1     Award means any award under this Plan of any Options, Restricted Stock, Performance Shares or Other Stock-Based Award.

2.2     Award Agreement means an agreement evidencing the grant of an Award under this Plan. Awards under the Plan shall be evidenced by Award Agreements that set forth the details, conditions and limitations for each Award, as established by the Committee, and shall be subject to the terms and conditions of the Plan.

2.3     Award Date means the date that an Award is made, as specified in an Award Agreement.

2.4     Board means the Board of Directors of the Company.

2.5     Change in Control is defined in Article 12.

2.6     Code means the Internal Revenue Code of 1986, as amended.

2.7     Committee means the Committee, as specified in Article 3, appointed by the Board to administer the Plan.

2.8     Common Stock means the Common Stock, no par value per share, of the Company.

2.9     Disability means permanent and total disability as determined under the rules and guidelines established by the Committee for purposes of the Plan.

2.10     Early Retirement means the termination of a Participant’s employment with the Company or a Subsidiary after the Participant has attained 55 years of age and has been employed by the Company or a Subsidiary for at least ten years, or such other age as shall be determined by the Committee in its sole discretion or as otherwise may be set forth in the Award Agreement with respect to a Participant.

2.11     Effective Date means February 27, 2006.

2.12     Employee means any person employed by the Company or a subsidiary (including officers and directors who are also employees).

2.13     Fair Market Value means the closing sale price per share of the Common Stock on the relevant valuation date on the NASDAQ. If no sale of shares of Common Stock is reflected on the NASDAQ on a date, “Fair Market Value” shall be determined on the first day prior thereto on which there was a sale of shares of Common Stock reflected on NASDAQ. If the Common Stock is not traded on the NASDAQ, then the fair market value shall be determined by reference to the market on which the Common Stock then trades.

2.14     Incentive Stock Option or ISO means an option to purchase shares of Common Stock granted under Article 6, which is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code.

2.15     “NASDAQ” shall mean the National Association of Securities Dealers Automated Quotation System or any successor then in use.

2.16     Non-Employee Director has the meaning set forth in Rule 16b-3(b)(3)(i) or any successor definition adopted by the Securities and Exchange Commission.

2.17     Nonqualified Stock Option or NQSO means an option to purchase shares of Common Stock, granted under Article 6, which is not an Incentive Stock Option.

2.18     Normal Retirement means the termination of a Participant’s employment with the Company or a Subsidiary after the Participant has attained 62 years of age, and has been employed by the Company or a Subsidiary for at least five years, or such other age as shall be determined by the Committee in its sole discretion or as otherwise may be set forth in the Award Agreement with respect to a Participant and a particular Award.

2.19     Option means an Incentive Stock Option or a Nonqualified Stock Option.

2.20     Option Price means the price at which a share of Common Stock may be purchased by a Participant pursuant to an Option, as determined by the Committee.

2.21     Other Stock-Based Award means an Award under Article 9 of this Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Stock.

2.22     Participant means an Employee of the Company or a Subsidiary who holds an outstanding Award granted under the Plan.

2.23     Performance Shares means an Award granted under Article 8 of this Plan evidencing the right to receive Common Stock or cash of an equivalent value at the end of a specified performance period and upon achievement of specified performance goals or objectives.

2.24     Permitted Transferee means (i) the spouse, a child, or a grandchild of a Participant (each an “Immediate Family Member”), (ii) a trust for the exclusive benefit of a Participant and/or one or more Immediate Family Members, or (iii) a partnership or limited liability company whose only partners or members are a Participant and/or one or more Immediate Family Members.

2.25     Restricted Stock means an Award granted to a Participant under Article 7 of this Plan.

2.26     Rule 16b-3 means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Act”), as amended from time to time or any successor rule.

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2.27     Subsidiary means any corporation in which the Company owns directly, or indirectly through subsidiaries, at least fifty percent (50%) of the total combined voting power of all classes of stock, or any other entity (including, but not limited to, partnerships and joint ventures) in which the Company owns at least fifty percent (50%) of the combined equity thereof.

2.28     Termination of Employment means the termination of a Participant’s employment with the Company or a Subsidiary. A Participant employed by a Subsidiary shall also be deemed to incur a Termination of Employment if the Subsidiary ceases to be a Subsidiary and the Participant does not immediately thereafter become an Employee of the Company or another Subsidiary.

ARTICLE 3

ADMINISTRATION

3.1     The Committee. The Plan shall be administered by a Committee designated by the Board consisting of not less than two (2) directors who shall be appointed from time to time by the Board, each of whom shall qualify as a Non-Employee Director. Initially, the Committee shall consist of all directors of the Company who are Non-Employee Directors.

3.2     Committee Authority. Subject to the Company’s Articles of Incorporation, Bylaws and the provisions of this Plan, the Committee shall have full authority to grant Awards to Employees of the Company or a Subsidiary. Awards may be granted singly, in combination, or in tandem. The authority of the Committee shall include the following:

(a)  To select the Employees of the Company or a Subsidiary to whom Awards may be granted under the Plan;

(b)  To determine whether and to what extent Options, Restricted Stock, Performance Shares and Other Stock-Based Awards, or any combination thereof are to be granted under the Plan;

(c)  To determine the number of shares of Common Stock to be covered by each Award;

(d)  To determine the terms and conditions of any Award Agreement, including, but not limited to, the Option Price, any vesting restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors as the Committee shall determine in its sole discretion;

(e)  To determine whether, to what extent and under what circumstances grants of Awards are to operate on a tandem basis and/or in conjunction with or apart from other cash compensation arrangements made by the Company or any Subsidiary other than under the terms of this Plan;

(f)  To determine under what circumstances an Award may be settled in cash, Common Stock, or a combination thereof; and

(g)  To determine to what extent and under what circumstances shares of Common Stock and other amounts payable with respect to an Award shall be deferred.

The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (including any Award Agreement) and to otherwise supervise the administration of the Plan. However, the Committee shall take no action which will impair any Award previously granted under the Plan or cause the Plan or the Award not to meet the requirements of Rule 16b-3. A majority of the Committee shall constitute a quorum, and the acts of a majority of a quorum at any meeting, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. The interpretation and construction by the Committee of any provisions of the Plan or any Award granted under the Plan shall be final and binding upon the Company, each Subsidiary, the Board and Participants, including their respective heirs, executors and assigns. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or an Award granted hereunder, and the Company shall indemnify and hold each such person harmless from and against any claim, demand, judgment, damages, cost, expense, and other liability resulting from or arising out of any such action or determination.

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ARTICLE 4

COMMON STOCK SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 12.1, the maximum aggregate number of shares of Common Stock which may be issued under this Plan shall not exceed 300,000 shares, which may be either unauthorized and unissued Common Stock or issued Common Stock reacquired by the Company (“Plan Shares”). Determinations as to the number of Plan Shares that remain available for issuance under the Plan shall be made in accordance with such rules and procedures as the Committee shall determine from time to time, which shall be consistent with the requirements of Rule 16b-3 and such interpretations thereof. If an Award expires unexercised or is forfeited, canceled, terminated or settled in cash in lieu of Common Stock, the shares of Common Stock that were theretofore subject (or potentially subject) to such Award may again be made subject to an Award Agreement.

ARTICLE 5

ELIGIBILITY

The persons who shall be eligible to receive Awards under the Plan shall be such Employees as the Committee shall select from time to time. In making such selections, the Committee shall consider such factors as the Committee in its discretion shall deem relevant. Participants may hold more than one Award, but only on the terms and subject to the restrictions set forth in the Plan and their respective Award Agreements.

ARTICLE 6

STOCK OPTIONS

6.1     Options. Options may be granted alone or in addition to other Awards granted under this Plan. Each Option granted under this Plan shall be either an Incentive Stock Option (“ISO”) or a Nonqualified Stock Option (“NQSO”).

6.2     Grants. The Committee shall have the authority to grant to any Participant one or more Incentive Stock Options, Nonqualified Stock Options, or both types of Options. To the extent that any Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Option or the portion thereof which does not qualify shall constitute a separate Nonqualified Stock Option.

6.3     Incentive Stock Options. Anything in the Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422. An Incentive Stock Option shall not be granted to an individual who, on the Award Date, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company. The aggregate Fair Market Value, determined on the Award Date of the shares of Common Stock with respect to which one or more Incentive Stock Options (or other incentive stock options within the meaning of Section 422 of the Code, under all other option plans of the Company) granted on or after January 1, 1987, that are exercisable for the first time by a Participant during any calendar year shall not exceed the $100,000 limitation imposed by Section 422(d) of the Code.

6.4     Terms of Options. Options granted under the Plan shall be evidenced by Award Agreements in such form as the Committee shall, from time to time approve. Each such Award Agreement shall comply with and be subject to the following terms and conditions:

(a)  Option Price. The Option Price per share of Common Stock purchasable under an Option shall be determined by the Committee at the time of grant but shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock at the Award Date.

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(b)  Option Term. The term of each Option shall be fixed by the Committee, but no Option shall be exercisable more than ten (10) years after the Award Date.

(c)  Exercisability. Except as provided in Section 12.2, no Option shall be exercisable either in whole or in part prior to the first anniversary of the Award Date. Thereafter, an Option shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee and set forth in the Award Agreement. If the Committee provides that any Option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine.

(d)  Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above, Options may be exercised in whole or in part at any time during the term of the Option, by giving written notice of exercise to the Company specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price in such form as the Committee may accept. Notwithstanding the foregoing, an Option shall not be exercisable with respect to less than 50 shares of Common Stock unless the remaining shares covered by an Option are fewer than 50 shares. If and to the extent determined by the Committee in its sole discretion at or after grant, payment in full or in part may also be made in the form of Common Stock owned for at least six consecutive months by the Participant (and for which the Participant has good title free and clear of any liens and encumbrances) or Restricted Stock, or by reduction in the number of shares issuable upon such exercise based, in each case, on the Fair Market Value of the Common Stock on the last trading date preceding payment as determined by the Committee (without regard to any forfeiture restrictions applicable to Restricted Stock). No shares of stock shall be issued until payment has been made. A Participant shall generally have the rights to dividends or other rights of a shareholder with respect to shares subject to the Option when the optionee has given written notice of exercise, has paid for such shares as provided herein, and, if requested, has given the representation described in Section 13.1 of the Plan. Notwithstanding the foregoing, if payment in full or in part has been made in the form of Restricted Stock, an equivalent number of shares of Common Stock issued on exercise of the Option shall be subject to the same restrictions and conditions, and during the remainder of the Restriction Period (as defined in Section 7.3(a)), applicable to the shares of Restricted Stock surrendered therefor.

(e)  Nontransferability of Options. No Option may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, provided, however, a Nonqualified Stock Option may be transferred, without consideration, to a Permitted Transferee if the Participant satisfies such conditions to the transfer as may be required by the Committee. A Permitted Transferee shall succeed to all rights and benefits (except any right to further transfer of the Option) and be subject to all obligations and limitations applicable to the original Participant. However, such rights and benefits (except any right to further transfer the Option), and obligations and limitations shall be determined as if the original Participant continued to hold the Option, whereby provisions of this Plan dealing with termination of employment, retirement, disability or death of a Participant will continue to refer to the original Participant regardless of whether a Nonqualified Stock Option has been transferred to a Permitted Transferee. The Company shall have no obligation to notify a Permitted Transferee of the termination of employment, retirement, disability, or death of a Participant. Further, all Options shall be exercisable, during the Participant’s lifetime, only by such Participant, or, in the case of a Nonqualified Stock Option, by a Participant or a Permitted Transferee, as the case may be. The designation of a person entitled to exercise an Option after a person’s death will not be deemed a transfer.

(f)  Termination of Employment for Reasons other than Normal Retirement, Early Retirement, Disability, or Death. Upon Termination of Employment for any reason other than Normal Retirement, Early Retirement or on account of Disability or death, each Option held by such Participant shall, to the extent rights to purchase shares under such Option have accrued at the date of such Termination of Employment and shall not have been fully exercised, remain exercisable, in whole or in part, for a period of three (3) months following such Termination of Employment, subject, however, to prior expiration of the term of such Option and any other limitations on the exercise of such Option in effect. Upon Termination of Employment for cause (as determined by the Committee in its sole discretion), the Participant shall have no right to exercise any outstanding unexercised Option granted under this Plan.

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(g)  Termination of Employment for Normal Retirement. Upon Termination of Employment by reason of Normal Retirement, each Option held by such Participant shall, to the extent rights to purchase shares under such Option have accrued at the date of such Normal Retirement and shall not have been fully exercised, remain exercisable, in whole or in part, for a period of fifteen (15) months following such Termination of Employment, subject, however, to prior expiration of the term of such Option and any other limitations on the exercise of such Option in effect. If the Participant dies after such Normal Retirement, the Participant’s Options shall be exercisable in accordance with Section 6.4(j) below.

(h)  Termination of Employment for Early Retirement. Upon Termination of Employment by reason of Early Retirement, each Option held by such Participant shall, to the extent rights to purchase shares under such Option have accrued at the date of such Early Retirement and shall not have been fully exercised, remain exercisable, in whole or in part, for a period of fifteen (15) months year following such Termination of Employment, subject, however, to prior expiration of the term of such Option and any other limitations on the exercise of such Option in effect. If the Participant dies after such Early Retirement, the Participant’s Options shall be exercisable in accordance with Section 6.4(j) below.

(i)  Termination of Employment for Disability. Upon Termination of Employment by reason of Disability, each Option held by such Participant shall, to the extent rights to purchase shares under such Option have accrued at the date of such Disability and shall not have been fully exercised, remain exercisable, in whole or in part, for a period of one (1) year following such Termination of Employment, subject, however, to prior expiration of the term of such Option and any other limitations on the exercise of such Option in effect. If the Participant dies after such Disability, the Participant’s Options shall be exercisable in accordance with Section 6.4(j) below.

(j)  Termination of Employment for Death. Upon Termination of Employment due to death, each Option held by such Participant shall, to the extent rights to purchase shares under such Option have accrued at the date of death and shall not have been fully exercised, remain exercisable, in whole or in part, by the personal representative of the Participant’s estate or by any person or persons who shall have acquired the Option directly from the Participant by bequest or inheritance only under the following circumstances and during the following periods: (i) if the Participant dies while employed by the Company or a Subsidiary, at any time within one (1) year after his death, or (ii) if the Participant dies during the extended exercise period following Termination of Employment specified in Section 6.4(g) or Section 6.4(h), at any time within the longer of such extended period or one (1) year after death, subject, however, in any case, to the prior expiration of the term of such Option and any other limitations on the exercise of such Option in effect.

(k)  Termination of Options. Any Option that is not exercised within whichever of the exercise periods specified in Sections 6.4(f), (g), (h), (i) or (j) is applicable shall terminate upon expiration of such exercise period.

(l)  Termination for Cause. Notwithstanding the foregoing, if a Participant’s employment with the Company or a Subsidiary is terminated for cause (as determined by the Committee in its sole discretion), then the Participant shall have no right to exercise any outstanding unexercised Option granted under this Plan.

(m)  Purchase and Settlement Provisions. The Committee may at any time offer to purchase an Option previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Participant at the time that such offer is made.

ARTICLE 7

RESTRICTED STOCK

7.1     Awards of Restricted Stock. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the eligible persons to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the price (if any) to be paid by the Participant, the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards. The Committee may condition the grant of Restricted Stock upon the achievement of specific business objectives, measurements of individual or business unit or Company performance, or such other factors as the Committee may determine. The provisions of Restricted Stock awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.

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7.2     Awards and Certificates. A prospective Participant selected to receive a Restricted Stock Award shall not have any rights with respect to such Award, unless and until such Participant has executed an Award Agreement evidencing the Award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions:

(a)  Acceptance. Awards of Restricted Stock must be accepted within a period of 20 days (or such shorter period as the Committee may specify at grant) after the Award Date, by executing an Award Agreement and by paying whatever price (if any) the Committee has designated for such shares of Restricted Stock.

(b)  Legend. The Committee in its discretion may elect to have shares of Restricted Stock issued in book-entry form with an appropriate notation referencing any applicable restrictions. Alternatively, the Committee may in its discretion determine that a Participant receiving a Restricted Stock Award be issued a stock certificate in respect of such shares of Restricted Stock. Any stock certificates shall be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Firstbank Corporation 2006 Stock Compensation Plan and related Award Agreement entered into between the registered owner and the Company, dated ____________________. Copies of such Plan and Award Agreement are on file in the offices of the Company, 311 Woodworth Avenue, Alma, Michigan 48801.”

(c)  Custody. The Committee may require that the stock certificates (if any) evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a duly signed stock power, endorsed in blank, relating to the Common Stock covered by such Award.

7.3     Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to this Plan shall be subject to the following restrictions and conditions:

(a)  Restriction Period. Subject to the provisions of this Plan and the Award Agreement, during a period set by the Committee (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge, or assign shares of Restricted Stock awarded under this Plan. Subject to these limits, the Committee, in its sole discretion, may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part, based on service, performance and/or such other factors or criteria as the Committee may determine.

(b)  Rights as Shareholder. Except as provided in this subsection (b) and subsection (a) above, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company including the right to receive any dividends. If any dividends or other distributions are paid in shares of Common Stock, such shares shall be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid.

(c)  Termination of Employment. Subject to the applicable provisions of the Award Agreement and this Article 7, upon Termination of Employment for any reason during the Restriction Period, all Restricted Shares still subject to restriction will vest or be forfeited in accordance with the terms and conditions established by the Committee as specified in the Award Agreement.

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(d)  Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the Company shall remove the legend referred to in Section 7.2(b) above from the certificates for such shares and such certificates shall be delivered to the Participant.

(e)  Waiver of Limitation. In the event of the Participant’s Retirement, Disability or death, or in cases of special circumstances, the Committee may, in its sole discretion, waive in whole or in part any or all of the limitations imposed hereunder (if any) with respect to any or all of an Award under this Article 7.

ARTICLE 8

PERFORMANCE SHARES

8.1     Award of Performance Shares. Performance Shares may be awarded either alone or in addition to other Awards granted under this Plan. The Committee shall determine the eligible persons to whom and the time or times at which Performance Shares shall be awarded, the number of Performance Shares to be awarded to any person, the duration of the period (the “Performance Period”) during which, and the conditions under which, receipt of the Performance Shares will be deferred, and the other terms and conditions of the Award in addition to those set forth in Section 8.2, as specified in the Award Agreement. The Committee may condition the grant of Performance Shares upon the achievement of specific business objectives, measurements of individual or business unit or Company performance, or such other factors or criteria as the Committee shall determine. The provisions of the award of Performance Shares need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.

8.2     Terms and Conditions. Performance Shares awarded pursuant to this Article 8 shall be subject to the following terms and conditions:

(a)  Nontransferability. Subject to the provisions of this Plan and the related Award Agreement, Performance Shares may not be sold, assigned, transferred, pledged or otherwise encumbered during the Performance Period. At the expiration of the Performance Period, share certificates or cash of an equivalent value (as the Committee may determine in its sole discretion) shall be delivered to the Participant, or his legal representative, in a number equal to the Performance Shares covered by the Award Agreement.

(b)  Dividends. Unless otherwise determined by the Committee at the time of Award, amounts equal to any cash dividends declared during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Share Award will not be paid to the Participant.

(c)  Termination of Employment. Subject to the provisions of the Award Agreement and this Article 8, upon Termination of Employment for any reason during the Performance Period for a given Award, the Performance Shares in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at or after grant.

(d)  Accelerated Vesting. Based on service, performance and/or such other factors or criteria as the Committee may determine and set forth in the Award Agreement, the Committee may, at or after grant, accelerate the vesting of all or any part of any award of Performance Shares and/or waive the deferral limitations for all or any part of such Award.

ARTICLE 9

OTHER STOCK-BASED AWARDS

9.1     Other Awards. Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are payable in or otherwise based on, Common Stock (“Other Stock-Based Awards”), may be granted either alone or in addition to or in tandem with Options, Restricted Stock or Performance Shares. Subject to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period. The provisions of Other Stock-Based Awards need not be the same with respect to each Participant and such Awards to individual Participants need not be the same in subsequent years.

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9.2     Terms and Conditions. Other Stock-Based Awards made pursuant to this Article 9 shall be set forth in an Award Agreement and shall be subject to the following terms and conditions:

(a)  Nontransferability. Subject to the provisions of this Plan and the Award Agreement, shares of Common Stock subject to Awards made under this Article 9 may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

(b)  Dividends. Unless otherwise determined by the Committee at the time of Award, subject to the provisions of this Plan and the Award Agreement, the recipient of an Award under this Article 9 shall be entitled to receive, currently or on a deferred stock basis, dividends or other distributions with respect to the number of shares of Common Stock covered by the Award.

(c)  Vesting. Any Award under this Article 9 and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d)  Waiver of Limitation. In the event of the Participant’s Retirement, Disability or death, or in cases of special circumstances, the Committee may, in its sole discretion, waive in whole or in part any or all of the limitations imposed hereunder (if any) with respect to any or all of an Award under this Article 9.

(e)   Price. Common Stock issued or sold under this Article 9 may be issued or sold for no cash consideration or such consideration as the Committee shall determine and specify in the Award Agreement.

ARTICLE 10

TERMINATION OR AMENDMENT OF THE PLAN

The Board may at any time amend, discontinue or terminate this Plan or any part thereof (including any amendment deemed necessary to ensure that the Company may comply with any applicable regulatory requirement); provided, however, that, unless otherwise required by law, the rights of a Participant with respect to Awards granted prior to such amendment, discontinuance or termination, may not be impaired without the consent of such Participant and, provided further, without the approval of the Company’s shareholders, no amendment may be made which would (i) increase the aggregate number of shares of Common Stock that may be issued under this Plan (except by operation of Section 12.1); (ii) change the definition of Employees eligible to receive Awards under this Plan; (iii) decrease the option price of any Option to less than one hundred percent (100%) of the Fair Market Value on the Award Date for an Option; (iv) extend the maximum option period under Section 6.4(b) of the Plan; or (v) cause the Plan not to comply with either Rule 16b-3, or any successor rule under the Act, or Section 162(m) of the Code. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 12.2, no such amendment or other action by the Committee shall impair the rights of any Participant without the Participant’s consent. Awards may not be granted under the Plan after the Termination Date, but Awards granted prior to such date shall remain in effect or become exercisable pursuant to their respective terms and the terms of this Plan.

ARTICLE 11

UNFUNDED PLAN

This Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.

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ARTICLE 12

ADJUSTMENT PROVISIONS

12.1     Antidilution. Subject to the provisions of this Article 12, if the outstanding shares of Common Stock are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares provided in Article 4 of the Plan, (ii) the number and kind of shares or other securities subject to the then outstanding Awards, and (iii) the price for each share or other unit of any other securities subject to the then outstanding Awards.

12.2     Change in Control. In the event of a merger or consolidation of the Company with or into another corporation or any other entity or the exchange of substantially all of the outstanding stock of the Company for shares of another entity in which, after either transaction, the prior shareholders of the Company own less than 50% of the voting shares of the continuing or surviving entity, or in the event of the sale of all or substantially all of the assets of the Company, (either event, a “Change of Control”), then each outstanding Award shall be assumed or an equivalent option or award substituted by the successor corporation or a parent or subsidiary of the successor corporation, with appropriate adjustments as to the number and kind of shares and prices. In the event that the Administrator determines that the successor corporation or a parent or a subsidiary of the successor corporation has refused to assume or substitute an equivalent option or award for each outstanding Award, then all Awards then outstanding under the Plan will be fully vested and exercisable and all restrictions will immediately cease. If an Award becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change of Control, the Administrator shall notify all Participants that all outstanding Options shall be fully exercisable for a period of thirty (30) days from the date of such notice and that any Options that are not exercised within such period shall terminate upon the expiration of such period.

12.3     Adjustments by Committee. Any adjustments pursuant to this Article 12 will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding, and conclusive. No fractional interest will be issued under the Plan on account of any such adjustments. Only cash payments will be made in lieu of fractional shares.

ARTICLE 13

GENERAL PROVISIONS

13.1     Legend. The Committee may require each person purchasing shares pursuant to an Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by this Plan, the certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

13.2     No Right to Employment. Neither this Plan nor the grant of any Award hereunder shall give any Participant or other Employee any right with respect to continuance of employment by the Company or any Subsidiary, nor shall there be a limitation in any way on the right of the Company or any Subsidiary by which an Employee is employed to terminate his or her employment at any time.

13.3     Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to this Plan, or to otherwise require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash hereunder, payment by the Participant of any federal, state or local taxes required by law to be withheld. Unless otherwise prohibited by the Committee, each Participant may satisfy any such withholding tax obligation by any of the following means or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold from the shares otherwise issuable to the Participant a number of shares having a Fair Market Value as of the Tax Date (defined below), less than or equal to the amount of the withholding tax obligation; or (c) delivering to the Company unencumbered shares owned by the Participant having a Fair Market Value, as of the Tax Date, less than or equal to the amount of the withholding tax obligation. The “Tax Date” shall be the date that the amount of tax to be withheld is determined.

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13.4     No Assignment of Benefits. No Option, Award or other benefit payable under this Plan shall, except as otherwise specifically provided in this Plan or as otherwise specifically provided by law, be subject in any manner to alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to alienate, attach, sell, transfer, assign, pledge, encumber or charge, any such benefits shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

13.5     Governing Law. This Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws and in the courts of the state of Michigan.

13.6     Application of Funds. The proceeds received by the Company from the sale of shares of Common Stock pursuant to Awards granted under this Plan will be used for general corporate purposes.

13.7     Rights as a Shareholder. Except as otherwise provided in an Award Agreement, a Participant shall have no rights as a shareholder of the Company until he or she becomes the holder of record of Common Stock.

ARTICLE 14

SHAREHOLDER APPROVAL

The Plan shall be effective on the Effective Date and shall be submitted for approval by the shareholders of the Company at the 2006 annual meeting of shareholders. If the shareholders do not approve the Plan at such meeting, the Plan, and any Awards granted or other action taken under the Plan, shall terminate and be void and of no effect.

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EX-10

EXHIBIT 10.4

Grantee:	Grant Date:
Address:	Option Number:
	Expiration Date:

Number of Shares:

Exercise Price Per Share:

STOCK OPTION AGREEMENT

2006 STOCK COMPENSATION PLAN

This STOCK OPTION AGREEMENT is made this ___ day of ___, 20 ___, between FIRSTBANK CORPORATION (the “Company”) and the grantee named above (the “Employee”), pursuant to the Firstbank Corporation 2006 Stock Compensation Plan (the “Plan”). All capitalized defined terms in this Agreement shall have the meaning ascribed to such terms in the Plan, unless otherwise defined in this Agreement.

IT IS AGREED AS FOLLOWS:

1.            Grant of Nonqualified Stock Option

Pursuant to the Plan, the Company hereby grants to the Employee the option to purchase the number of shares of the Company’s common stock on the terms and conditions herein set forth (the “Option”). This Option is a Nonqualified Stock Option, and is not an Incentive Stock Option.

2.            Purchase Price

The purchase price of the shares covered by this Option shall be the exercise price per share set forth above. The “Committee” (provided for in Article 3 of the Plan) has determined that such price represents one hundred percent (100%) of the fair market value of a share of the Company’s common stock on this date.

3.            Term of Option

The term of this Option shall be for a period of ten (10) years from the date hereof, subject in each case to earlier termination as provided in subsequent paragraphs of this Agreement.

4.            Employee’s Agreement

In consideration of the granting of the Option, the Employee agrees to remain in the employ of the Company for a period of at least twelve (12) months from the date hereof (the “Minimum Employment Period”). Such employment, subject to the provisions of any written contract between the Company and the Employee, shall be at the pleasure of the Board of Directors, and this Option Agreement shall not impose on the Company any obligation to retain the Employee in its employ for any period. In the event of the termination of employment of the Employee for any reason during the Minimum Employment Period, this Option shall terminate, unless this Option becomes exercisable as provided in paragraph 5(d) or 5(e).

5.             Exercise of Option

(a)     Except as provided in paragraph 5(d) or 5(e), this Option shall not be exercisable prior to the expiration of the Minimum Employment Period. Thereafter, this Option may be exercised in whole or in part, at any time and from time to time. This Option may not be exercised as to less than 100 shares at any one time, unless the number purchased is the total number at that time purchasable under this Option. This Option shall be exercised by written notice to the Company. The notice shall state the number of shares with respect to which the Option is being exercised, shall be signed by the person exercising this Option, and shall be accompanied by payment of the full purchase price of the shares in such form as the Committee may accept. This Option agreement shall be submitted to the Company with the notice for purposes of recording the shares being purchased, if exercised in part, or for purposes of cancellation if all shares then subject to this Option are being purchased. In the event the Option shall be exercised pursuant to paragraph 8(e) hereof by any person other than the Employee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. To the extent determined by the Committee in its sole discretion, payment of the purchase price shall be made by: (a) cash, check, bank draft, or money order, payable to the order of the Company; (b) the delivery by the Employee of unencumbered shares of common stock of the Company with a Fair Market Value on the last trading day preceding payment equal to the total purchase price of the shares to be purchased; (c) the reduction in the number of shares issuable upon exercise (based on the fair market value of the shares on the date of exercise); or (d) a combination of (a), (b), and (c). Upon exercise of all or a portion of this Option, the Company shall issue to the Employee a stock certificate representing the number of shares with respect to which this Option was exercised.

(b)     Vesting Schedule. If this Option is for fifty (50) or fewer shares, then this Option shall be fully vested on the first anniversary of this Agreement. If this Option is for more than fifty (50) shares, Twenty percent (20%) of the shares subject to this Option shall vest and be exercisable on the first anniversary of this Agreement. An additional twenty percent (20%) of the shares subject to this Option shall vest and be exercisable on the same date of each year thereafter, until all shares subject to this Option have vested, provided the Employee continues to be employed by the Company or any Subsidiary. Notwithstanding the foregoing, this Option shall be fully vested and exercisable with respect to all of the Option Shares upon the Employee’s death, Disability or Termination of Employment by reason of Normal Retirement.

(c)     Change of Control. Notwithstanding the foregoing vesting schedule, the Option shall be fully vested and exercisable with respect to all of the Option Shares upon the Administrator’s determination that a successor entity or its parent or subsidiary has refused to assume or substitute an equivalent option in the event of a Change in Control of the Company.

6.             Tax Withholding

The exercise of this Option is subject to the satisfaction of withholding tax or other withholding liabilities, if any, under federal, state and local laws in connection with such exercise or the delivery or purchase of shares. The exercise of this Option shall not be effective unless applicable withholding, if required, shall have been effected or obtained in a manner acceptable to the Committee in accordance with the Plan.

7.             Nontransferability of Option

Except to the extent permitted by the Plan, this Option shall not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated other than by will or by the laws of descent and distribution, and shall not be subject to execution, levy, attachment or similar process. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Option contrary to the terms hereof, and any execution, levy, attachment or similar process upon the Option, shall be null and void and without effect.

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8.         Termination of Employment

(a) Termination of Employment for Reasons Other Than Normal Retirement, Early Retirement, Disability or Death

Upon Termination of Employment for any reason other than Normal Retirement, Early Retirement, or on account of Disability or death, this Option shall, to the extent rights to purchase shares hereunder have accrued at the date of such Termination of Employment and shall not have been fully exercised, be exercisable, in whole or in part, at any time within a period of three (3) months following Termination of Employment, subject, however, to prior expiration of the term of this Option and any other limitations upon its exercise in effect at the date of exercise. Upon Termination of Employment for cause (as determined by the Committee in its sole discretion), the Employee shall have no right to exercise this Option.

(b) Termination of Employment for Normal Retirement

Upon Termination of Employment by reason of Normal Retirement, this Option shall be fully vested and shall be exercisable, in whole or in part, for a period of fifteen (15) months following such Termination of Employment, subject to any other limitations imposed by the Plan. If the Employee dies after such Normal Retirement, this Option shall be exercisable in accordance with paragraph 8(e) hereof.

(c) Termination of Employment for Early Retirement

Upon Termination of Employment by reason of Early Retirement, this Option shall, to the extent rights to purchase shares hereunder have accrued at the date of such Early Retirement and have not been fully exercised, be exercisable, in whole or in part, for a period of fifteen (15) months following such Termination of Employment, subject to any other limitations imposed by the Plan. Upon Termination of Employment by reason of Early Retirement, any unvested portion of this Option shall not be exercisable. If the Employee dies after such Early Retirement, this Option shall be exercisable in accordance with paragraph 8(e) hereof.

(d) Termination of Employment for Disability

Upon Termination of Employment by reason of Disability, this Option shall be fully vested and shall be exercisable, in whole or in part, for a period of one (1) year following such Termination of Employment, subject to any other limitations imposed by the Plan. If the Employee dies after such Disability, this Option shall be exercisable in accordance with paragraph 8(e) hereof.

(e) Termination of Employment for Death

Upon Termination of Employment due to death, this Option shall be fully vested and shall be exercisable, in whole or in part, by the personal representative of the Employee’s estate, by any person or persons who shall have acquired this Option directly from the Employee by bequest or inheritance, by a person designated to exercise the Option after the Employee’s death, or a Permitted Transferee only under the following circumstances and during the following periods: (i) if the Employee dies while employed by the Company or a subsidiary, at any time within one (1) year after his or her death, or (ii) if the Employee dies during the extended exercise period following termination of employment specified in paragraph 8(b) or 8(c) or 8(d), at any time within the longer of such extended period or one (1) year after his or her death, subject, in any case, to the earlier expiration of this Option.

(f) Termination of Option

If this Option is not exercised within whichever of the exercise periods specified in paragraph 8(a), 8(b), 8(c), 8(d) or 8(e) is applicable, this Option shall terminate upon expiration of such exercise period.

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9. Changes in Capital Structure

The number of shares covered by this Option, and the price per share, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock of the Company resulting from any combination of shares or the payment of a stock dividend on the Company’s common stock or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company.

In the event of a change in the common stock of the Company as presently constituted, which is limited to a change of all its authorized shares into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the shares subject to this Option.

Except as expressly provided in the Plan or this paragraph 9, the Employee shall have no rights by reason of: (i) any subdivision or combination of shares of stock of any class; (ii) the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class; or (iii) any dissolution, liquidation, merger or consolidation or spinoff of assets or stock of another corporation. Except as provided in the Plan or this paragraph 9, any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of stock subject to this Option.

The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

10.          Rights as a Shareholder

Neither the Employee nor a transferee of this Option shall have any rights as a shareholder with respect to any shares covered hereby until the date he or she shall have become the holder of record of such shares. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date on which he or she shall have become the holder of record thereof, except as provided in paragraph 9 hereof.

11.          Modification, Extension and Renewal

Subject to the terms and conditions and within the limitations of the Plan, the Committee, subject to approval of the Board of Directors, may modify or renew this Option, or accept its surrender (to the extent not theretofore exercised) and authorize the granting of a new option or options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, no modification shall, without the consent of the Employee, alter or impair any rights or obligations hereunder.

12.           Postponement of Delivery of Shares and Representations

The Company, in its discretion, may postpone the issuance and/or delivery of shares upon any exercise of this Option until completion of such stock exchange listing, or registration, or other qualification of such shares under any applicable law, rule or regulation as the Company may consider appropriate, and may require any person exercising this Option to make such representations and furnish such information as it may consider appropriate. In such event, no shares shall be issued to such holder unless and until the Company is satisfied with the accuracy of any such representations.

13.           Plan Controls

This Option is subject to the terms and provisions of the Firstbank Corporation 2006 Stock Compensation Plan. If any inconsistency exists between the provisions of this Agreement and the Plan, the Plan shall govern.

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IN WITNESS WHEREOF, this Stock Option Agreement has been executed the date first above written.

FIRSTBANK CORPORATION

By

     Its:

EMPLOYEE

Print Name:

Address:

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Record of Exercise

			Shares Subject
	Number of		to Option After
Date	Shares	Price Per Share	Exercise

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EX-99

Exhibit 99.1

MERCANTILE BANK CORPORATION AND FIRSTBANK CORPORATION COMPLETE MERGER

Merger Forms Third Largest Michigan-Domiciled Bank Holding Company

GRAND RAPIDS, Mich., June 2, 2014 – Mercantile Bank Corporation (NASDAQ: MBWM) ("Mercantile") and Firstbank Corporation (NASDAQ: FBMI) (“Firstbank”) today announced the completion of their merger, effective as of June 1, 2014, creating the third largest Bank Holding Company incorporated in Michigan. The combined company will operate as Mercantile Bank Corporation and has approximately $2.9 billion in assets and 53 locations across Michigan.

Michael Price will continue to lead Mercantile Bank Corporation as President and Chief Executive Officer, and Thomas Sullivan, former Firstbank President and Chief Executive Officer, will serve as Chairman of the Board.

“This merger creates a company with a strong and stable source of core funding, excellence in commercial lending and the ability to deliver industry leading technology,” said Michael Price. “As a result of this merger, the combined Mercantile Bank Corporation has a strengthened competitive position with an expanded geographic footprint. The combined company has a more robust offering of products and services, an enhanced retail delivery system, a more diversified loan portfolio and greater origination capabilities. We are excited about the future of our organization and the meaningful opportunities for our outstanding team members to bring an extensive array of products and services to both current and potential clients.”

As a result of the merger, Firstbank shareholders received a fixed ratio of 1.00 share of Mercantile common stock for each share of Firstbank common stock, implying a transaction value per share of $21.43 or approximately $173.3 million in the aggregate based upon Mercantile’s closing price as of May 30, 2014. Mercantile shareholders received approximately 52% of the stock in the combined company; Firstbank shareholders received approximately 48%.

About Mercantile Bank Corporation

Based in Grand Rapids, Michigan, Mercantile Bank Corporation is the bank holding company for Mercantile Bank of Michigan, Firstbank and Keystone Community Bank. Founded in 1997 to provide banking services to businesses, individuals and governmental units, the Bank differentiates itself on the basis of service quality and the expertise of its banking staff. Mercantile has assets of $2.9 billion and operates 53 banking offices serving central and western Michigan.

Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements regarding the expected benefits of the merger and statements preceded by, followed by or that otherwise include the words “opportunity” or similar expressions. Forward-looking statements are based upon information available to Mercantile as of today’s date, and are not guarantees of the future performance of the combined company, and actual results may vary materially from the results and expectations discussed. Risks and uncertainties include the successful integration of Mercantile and Firstbank and their respective subsidiary banks, and ability of the combined company to compete in the highly competitive banking and financial services industry. Additional information concerning these and other risks is contained in Mercantile’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings. Mercantile does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

FOR FURTHER INFORMATION:

MEDIA:

Amanda Passage

Lambert, Edwards & Associates

616-233-0500

apassage@lambert-edwards.com

INVESTORS:
Chuck Christmas	Bob Burton
Mercantile Bank Corporation	Lambert, Edwards & Associates
616-726-1202	678-576-2991
cchristmas@mercbank.com	rburton@lambert-edwards.com

EX-99

Exhibit 99.2
	MERCANTILE BANK CORPORATION 310 Leonard Street NW Grand Rapids, Michigan 49504 (616) 242-7760

June 1, 2014

Welcome to the New Shareholders of Mercantile Bank Corporation...

We are pleased to announce that the merger of Firstbank Corporation and Mercantile Bank Corporation is complete, and we would like to personally welcome you to Mercantile!

We believe that the similar values, culture and strengths of Mercantile and Firstbank will provide exciting opportunities for our customers, employees and shareholders. Like Firstbank, Mercantile is a Michigan-based community bank. We are committed to providing excellent customer service and fulfilling employment opportunities while supporting and strengthening the communities we serve. As a result of the merger, our combined company will offer a more robust offering of products and services, greater origination capabilities and an enhanced retail delivery system with 53 branches statewide.

Mercantile common stock trades on the Nasdaq Stock Market under the symbol MBWM. Information concerning our stock, corporate governance policies and philosophy, board members and executive officers, press releases and other helpful information for investors is available on the "Investor Relations" section of our website, https://www.mercbank.com/investor/index.asp.

As a Mercantile shareholder, you will receive annual reports and proxy statements from Mercantile, just as you did from Firstbank before the merger. All of our SEC filings are available online through our website, www.mercbank.com, and through EDGAR, the SEC's online filing system. To view our filings, visit https://www.sec.gov/edgar.shtml.

If you hold paper share certificates representing Firstbank common stock, you will receive (or may have already received) a letter and related materials that will contain instructions for working directly with our exchange agent, Computershare, to exchange your Firstbank shares for Mercantile shares (plus cash in lieu of any fractional shares). If you held your Firstbank shares in a book-entry account, or held shares in the Firstbank dividend reinvestment plan or “DRIP,” those shares will be automatically converted into Mercantile shares (plus cash in lieu of any fractional shares) without any additional action on your part, and you will receive a statement of account. Mercantile expects to make a dividend reinvestment plan available to investors after July 1, 2014.

If you have any questions concerning the merger or our company, please contact Chuck Christmas at 616-726-1202. Welcome to Mercantile Bank Corporation!

Sincerely,

Michael H. Price	Thomas R. Sullivan
President and Chief Executive Officer	Chairman of the Board of Directors