8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):        January 23, 2013

MUTUALFIRST FINANCIAL, INC.

(Exact name of registrant as specified in its chapter)

Maryland	000-27905	35-2085640
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)

110 E. Charles Street, Muncie, Indiana	47305-2419
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code                      (765) 747-2800              

Not Applicable

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

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

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

□ Soliciting material pursuant to Rule 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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers

(e)   On January 23, 2012, based on a recommendation from its Compensation Committee, the Board of Directors of the Registrant approved the MutualBank Executive Variable Compensation Plan, which provides for cash incentive payments to designated executives of the Registrant, including its three named executive officers and chief financial officer.  This cash incentive plan provides for one-time payments to the designated executives based on earnings per share (“EPS”) for each fiscal year.  Under the plan, cash payments are calculated as a percentage of base salary for the fiscal year, with the appropriate percentage determined by whether and what targeted EPS level is met that fiscal year.  The plan does not create any vested rights in the participants and may be modified, repealed or discontinued at any time by the Board of Directors.  In addition, the plan includes a clawback requiring repayment to the extent any payment made is later determined to have been based on performance measurements that are subsequently deemed to be inaccurate due to misstatement or misrepresentation.

The foregoing description is a summary of this cash incentive  plan and is qualified in its entirety by reference to the copy of the plan that is attached as Exhibit 10.22 and is hereby incorporated by reference into this Form 8-K by reference.  The Registrant’s proxy statements for its annual meetings contain more specific information about annual EPS goals and payments under the plan.

Item 9.01.     Financial Statements and Other Exhibits

(d)  Exhibits

10.22            MutualBank Executive Variable Compensation Plan

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.

	MUTUALFIRST FINANCIAL, INC.
Date:  January 24, 2013	By:	/s/ David W. Heeter
		David W. Heeter
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
10.22	MutualBank Executive Variable Compensation Plan

EX-10.22

MUTUALBANK

Executive Variable Compensation Plan

INTRODUCTION

MutualBank recognizes that the achievement of strategies and goals will determine organizational excellence.  The responsibility for this task lies directly with the Executives of MutualBank.  This Executive Variable Compensation Plan is intended to incent all Executives to achieve desired earnings performance.  The achievement of desired earnings will require strategic thinking, dedicated effort, a commitment to long-term success and a sincere desire to achieve through teamwork.

GOALS

·   Ensure all Executive’s activities are consistent with the strategic performance goals of MutualBank.

·   Achieve the earnings objective set forth in the MutualBank Strategic Plan.

·   Enhance the level of teamwork throughout the Bank.

·   Reward success, encouraging individual commitment to goal achievement.

·   Maintain competitive pay practices for all Executives.

All Executive Variable Compensation Plan objectives are designed to stretch the capabilities of participants.  The achievement of these goals will have significant impact on the success of MutualBank.

ADMINISTRATIVE GUIDELINES

ESTABLISHMENT AND ADMINISTRATION:

The Board of Directors establishes this Executive Variable Compensation Plan (Plan).  This Plan is administered by the Compensation Committee, and the Board will provide oversight.  The Board expressly reserves the right to modify, repeal or discontinue this Plan at any time.

EFFECTIVE DATE OF PLAN:

This Plan shall remain in effect until modified, repealed or discontinued.  The Plan is implemented for a performance period of each fiscal year.  

ANNUAL GOALS AND PERFORMANCE MEASUREMENT

For each performance period, the Compensation Committee establishes goals for the Bank to attain specific Earnings Per Share (EPS) objectives during that period.  It also establishes the range of potential payments to participants calculated as a percentage of annual salary, depending on the EPS goal met during each performance period.  Each participant’s payment will be determined by the Bank’s achievement of the EPS objectives established by the Compensation Committee and will be specific to the individual.

QUALIFICATION FOR VARIABLE COMPENSATION PAYMENT:

Participants must be employed at the end of each performance period in order to receive any variable compensation payment under the Plan.  Participation in this Plan does not constitute a contract of employment.  Any participant terminated for cause or resigning for cause prior to payment of variable compensation will be ineligible.  A participant with a performance rating of below expectations for a period of more than sixty consecutive dayswill not qualify for variable compensation payment for that period of time.  

VARIABLE COMPENSATION PAYMENT CALCULATION:

A participant's variable compensation payment will be calculated based on a percentage of the total of bi-weekly salary payments only.  

RETIREMENT/ABSENCE/DEATH:

In the event of retirement or death, a participant's variable compensation payment will be calculated based upon the amount of time actively worked during the performance period.  If a participant is absent from work for a period of more than sixty consecutive days, payment will be calculated based upon the amount of time actively worked during the performance period.

VARIABLE COMPENSATION DISTRIBUTION:

Variable compensation payments shall be paid as soon as may be feasible after the close of each fiscal year.  All payments are subject to income tax withholdings and are treated as "ordinary income" to each participant, and will be reported as income in the year the incentive payment is received.

METHOD OF VARIABLE COMPENSATION PAYMENT:

All payments will be paid as a deposit into a participant's direct deposit payroll account.  There are no provisions in this Plan for payments in property or equity of the Bank.

CLAWBACK PROVISION:

If in any event, variable compensation is paid based upon performance measurements that are subsequently deemed to be inaccurate due to misstatement or misrepresentation, all payments made based upon that error are to be repaid to the Company.