Material Compensatory Plan

At a meeting of the board of directors of The Middlefield Banking Company held on March13, 2017, the nonemployee directors took a number of actions affecting officer compensation, including determining the compensation of President and Chief Executive Officer Thomas G. Caldwell, Executive Vice President and Chief Operating Officer James R. Heslop, II, and Senior Vice President, Chief Financial Officer and Treasurer Donald L. Stacy. Base salary in 2017 for Mr.Caldwell will be $291,572 (an increase of $11,214), for Mr.Heslop $225,178 (an increase of $8,661), and for Mr.Stacy $179,113 (an increase of $6,889). None of these officers is a party to an employment agreement.

At the same meeting of the board of directors, the nonemployee directors ratified and adopted the recommendati on of the Compensation Committee that the Companys Annual Incentive Plan be continued for 2017. Included in the action was the establishment of award levels under the Banks Annual Incentive Plan for executive officers, including Chief Executive Officer Thomas G. Caldwell, Chief Operating Officer James R. Heslop, II, and Chief Financial Officer Donald L. Stacy.

The Annual Incentive Plan is a short-term cash incentive plan that rewards bank employees with additional cash compensation if specified objectives are achieved. For achievement of the 2017 plan performance goals, distributions under the plan would be made in cash to the executives in the first quarter of 2018. For 2017 the bank-wide performance measures have to do with net income, classified loans (that is, reduction of classified loans as a percentage of the sum of Tier 1 capital and the allowance for loan and lease losses), growth in total loans, and a fourth goal having to do with the banks regulatory status. For this purpose the banks regulatory status means the banks exposure to serious regulatory criticism of banking practices or vulnerability to other adverse regulatory conditions, such as formal or informal enforcement actions or inability to obtain approval of regulatory applications. Regulatory status is a subjective judgement made by the compensation committee. The Annual Incentive Plan may be terminated by the board of directors at any time.

The precise 2017 performance goals, which are considered confidential, have not yet been established for certain executive officers, including Messrs. Caldwell, Heslop, and Stacy.

ITEM9.01(d):

Exhibits

Exhibit10.22

Annual Incentive Plan (incorporated by reference to Exhibit 10.22 of Middlefield Banc Corp.s Form

8-K

Current Report filed on June12, 2012)

SIGNATURES

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

MIDDLEFIELD BANC CORP.

Date: March14, 2017

/s/ James R. Heslop, II,

Executive Vice President and COO

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