Exhibit 10.1

MACKINAC FINANCIAL CORPORATION

2012 INCENTIVE COMPENSATION PLAN

STOCK APPRECIATION RIGHT AWARD AGREEMENT

MACKINAC FINANCIAL CORPORATION, a Michigan corporation (the “Company” ), as permitted by the Mackinac Financial Corporation 2012 Incentive Compensation Plan (the “Plan” ), hereby grants to the individual listed below (the “Participant” ), a Stock Appreciation Right (each a “SAR” ) as described herein, subject to the terms and conditions of the Plan and this Stock Appreciation Right Award Agreement (this “Agreement” ).

Unless otherwise defined in this Agreement, the terms used in this Agreement have the same meaning as defined in the Plan.  The term “Service Provider” as used in this Agreement means an individual actively providing services to the Company or a Subsidiary of the Company.

1.             NOTICE OF STOCK APPRECIATION RIGHT.

2.             GRANT OF SAR .  The Company hereby grants to the Participant, as of the Grant Date, a SAR on the number of shares specified above. The SAR represents the right, upon exercise, to receive payment of an amount determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price, by (b) the number of Shares with respect to which the SAR is exercised (the product of (a) and (b) shall be referred to as the “ SAR Payment Amount ”).  Settlement of the SAR Payment Amount shall be made by delivering Shares having a Fair Market Value as of the date of exercise equal to the SAR Payment Amount, with cash paid in lieu of any fractional Shares.  Notwithstanding the foregoing, the Company will not issue any Shares unless you have satisfied the requirements of Section  9 below.

3.             VESTING AND EXERCISE .

(a)           Vesting .  Subject to your continued service with the Company or its Subsidiaries unless otherwise provided in Section 3 (c) and Section  4 below, the SARs shall become vested and may be exercised in accordance with the following schedule, by written notice to the Company in a form reasonably acceptable to the Company:

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The right to exercise this SAR and to purchase the number of shares comprising each vested installment shall be cumulative, and once such right has become exercisable it may be exercised in whole at any time and in part from time to time until the date of termination of the Grantee’s rights hereunder.

(b)           Committee Discretion to Accelerate Vesting .  Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the SAR at any time and for any reason.

(c)           Conditions on Exercise .  The Committee may suspend the right to exercise the SAR during any period for which the Committee determines, in its sole discretion, that such suspension would be necessary or advisable in order to comply with the requirements of (i) any applicable federal securities law or rule or regulation thereunder, (ii) any rule of a national securities exchange, national securities association, or other self-regulatory organization, or (iii) any other federal or state law or regulation (each an “SAR Exercise Suspension” ).  Notwithstanding the foregoing, no SAR Exercise Suspension shall extend the term of the SAR in a manner that would result in the SAR becoming nonqualified deferred compensation subject to Section 409A of the Code.

4.             TERMINATION OF SERVICES; FORFEITURE .  Notwithstanding any other provision of this Agreement:

(a)           Termination for Any Reason (Other than Death, Disability, or Retirement) .  Upon the termination of Participant’s services with the Company or a Subsidiary for any reason (other than for Death, Disability or Retirement as described below), each SAR (whether vested or unvested) shall be immediately canceled and terminated.

(b)           Death; Disability .  Upon the termination of Participant’s services with the Company or a Subsidiary as a result of Participant’s death or “Disability” (as defined in the Plan), each SAR shall become fully vested and shall remain exercisable until the Expiration Date (as defined below).

(c)           Retirement .  Upon the termination of Participant’s services with the Company or a Subsidiary as a result of Participant’s Retirement, (1) each SAR which is exercisable at the date of such termination shall continue to be exercisable until the earlier of (i) the Expiration Date, or (ii) the date such Participant ceases to be Retired, and (2) each SAR which is not exercisable at the date of such termination shall continue to vest in accordance with the terms of Section  2 above as if Participant’s had not Retired and shall remain exercisable until the earlier of (i) the Expiration Date, or (ii) the date such Participant ceases to be Retired.  For purposes of this Agreement, “Retirement” shall mean the Participant’s resignation from the Company on or after the date upon which the Participant has attained at least (i)        years of age, and (ii)        years of service with the Company [, subject to the Company’s consent] .

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(d)           Expiration .  Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of the SAR (whether vested or not vested) shall expire and shall no longer be exercisable after the tenth (10 th ) anniversary of the Grant Date (the “Expiration Date” ).

5.             CHANGE OF CONTROL .  Upon the occurrence of a Change in Control, the SARs described in this Agreement shall become fully vested and exercisable.

6.             RIGHTS AS STOCKHOLDER .  Participant shall have no rights as a stockholder with respect to any Shares subject to this SAR until the SAR has been exercised and Shares relating thereto have been issued and recorded on the records of the Company or its transfer agent or registrars.

7.             ADJUSTMENTS.  In the event of any stock dividend, reclassification, subdivision or combination, or similar transaction affecting this SAR, the rights of the Participant will be adjusted as provided in Section 4 of the Plan.

8.             NON-TRANSFERABILITY OF SAR .  Without the express written consent of the Committee, which may be withheld for any reason in its sole discretion, the SARs may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during your lifetime only by you. The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.  Any attempt to transfer the SAR in any manner, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

9.             TAX WITHHOLDING.   The Participant hereby agrees that the Participant shall make appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of this SAR.  The Participant may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Committee, to have the Company withhold a number of shares which would otherwise be issued pursuant to this Agreement having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) subject to the general or specific approval of the Committee, by any combination of (i) and (ii).  The value of shares to be withheld (if permitted by the Committee) shall be based on the Fair Market Value of a share of the Company’s common stock as of the date the amount of tax to be withheld is to be determined.

10.          THE PLAN; AMENDMENT .  The SAR is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan.  In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control.  The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant.

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The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

11.          RIGHTS OF PARTICIPANTS; REGULATORY REQUIREMENTS .  Without limiting the generality of any other provision of this Agreement or the Plan, Articles 13 and 18 of the Plan pertaining to the Participants’ rights and “Regulatory Requirements” (as such term is defined in the Plan) are hereby explicitly incorporated into this Agreement.

12.          NOTICES .  Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Participant at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

13.          GOVERNING LAW.   This Agreement is governed by and construed in accordance with the laws of the State of Michigan, notwithstanding conflict of law provisions.

14.          TRANSFER OF PERSONAL DATA .  The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the SAR awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

15.          BINDING AGREEMENT; ASSIGNMENT .  This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 8 hereof) any part of this Agreement without the prior express written consent of the Company.

16.          HEADINGS .  The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

17.          COUNTERPARTS .  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

18.          SEVERABILITY .  The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

19.          ACQUIRED RIGHTS .  The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the SAR made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the SAR awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s

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ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation

20.          BENEFICIARY DESIGNATION .  The Participant hereby designates the following person(s) as the Participant’s beneficiary(ies) to whom shall be transferred any rights under this SAR which survive the Participant’s death.  If the Participant names more than one primary beneficiary and one or more of such primary beneficiaries die, the deceased primary beneficiary’s interest will be apportioned among any surviving primary beneficiaries before any contingent beneficiary receives any amount, unless the Participant indicates otherwise in a signed and dated additional page.  The same rule shall apply within the category of contingent beneficiaries.  Unless the Participant has specified otherwise herein, any rights which survive the Participant’s death will be divided equally among the Participant’s primary beneficiaries or contingent beneficiaries, as the case may be.

PRIMARY BENEFICIARY(IES)

CONTINGENT BENEFICIARY(IES)

In the absence of an effective beneficiary designation, the Participant acknowledges that any rights under this SAR which survive the Participant’s death shall be rights of his or her estate.

SIGNATURE PAGE FOLLOWS

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This Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which constitute one document.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT, NOR IN THE COMPANY’S 2012 INCENTIVE COMPENSATION PLAN, WHICH IS INCORPORATED INTO THIS AGREEMENT BY REFERENCE, CONFERS ON PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION AS A SERVICE PROVIDER OF THE COMPANY OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY, NOR INTERFERES IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S SERVICE PROVIDER RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE.

BY ACCEPTING THIS AGREEMENT, PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS FAMILIAR WITH THE TERMS AND PROVISIONS OF THE PLAN.  PARTICIPANT ACCEPTS THIS STOCK APPRECIATION RIGHT SUBJECT TO ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  PARTICIPANT HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR ENTIRETY.  PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AGREEMENT.

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Exhibit 10.2

MACKINAC FINANCIAL CORPORATION

2012 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK AWARD AGREEMENT

MACKINAC FINANCIAL CORPORATION, a Michigan corporation (the “Company” ), as permitted by the Mackinac Financial Corporation 2012 Incentive Compensation Plan (the “Plan” ), hereby grants to the individual named below (the “Participant” ), a Restricted Stock Award (this “Award” ) for the number of shares of the Company’s Common Stock set forth below (the “Restricted Stock” ), subject to the terms and conditions of the Plan and this Restricted Stock Award Agreement (this “Agreement” ).

Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.  The term “Service Provider” as used in this Agreement means an individual actively providing services to the Company or a Subsidiary of the Company.

(a)                                  NOTICE OF RESTRICTED STOCK AWARD.

(b)                                  GRANT OF RESTRICTED STOCK.   The Company hereby grants to the Participant (who, pursuant to this Award is a Participant in the Plan) the number of shares of Restricted Stock set forth above.  The Restricted Stock granted under this Agreement is payable only in shares of Common Stock of the Company.  Notwithstanding anything to the contrary anywhere else in this Agreement, the Restricted Stock in this Award is subject to the terms, definitions and provisions of the Plan, which are incorporated by reference into this Agreement.

(c)                                   VESTING.   The Restricted Stock will vest in [        ] equal installments on the [        ] anniversaries (each respective [        ],[        ],[        ] and [        ] - year period, a “Period of Restriction” ) of the Grant Date, subject to the Participant’s continued status as a Service Provider through the end of each such Period of Restriction .

(d)                                  TERMINATION OF SERVICES; FORFEITURE.  Notwithstanding any other provision of this Agreement:

Section 1.                                           Termination for Any Reason (Other than Death, Disability, or Retirement) .  Any unvested shares of Restricted Stock subject to this Award shall be immediately canceled and forfeited if the Participant’s services with the Company or a Subsidiary are terminated for any reason (other than for death, Disability or Retirement as described below).

Section 2.                                           Death; Disability.   If the Participant ceases to be a Service Provider prior to the end of any Period of Restriction as a result of the Participant’s death or Disability, the Participant shall fully vest in the shares of Restricted Stock subject to this Award.

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Section 3.                                           Retirement.   If the Participant ceases to be a Service Provider as a result of the Participant’s Retirement prior to the end of any Period of Restriction, the Participant shall continue to vest in such shares of Restricted Stock as if the Participant continued to be a Service Provider; provided, however, that if the Participant shall cease to be Retired (as such term is defined in the Plan) at any time any shares of Restricted Stock that remain subject to any Period of Restriction shall be immediately canceled and forfeited as of the date the Participant ceases to be Retired.  For purposes of this Agreement, “Retirement” shall mean the Participant’s resignation from the Company on or after the date upon which the Participant has attained at least sixty-five (65) years of age.

The Company retains the right to accelerate the vesting of all or a portion of the shares of Restricted Stock subject to this Award.

(e)                                   CHANGE IN CONTROL.   Upon the occurrence of a Change in Control, the Participant shall fully vest in the shares of Restricted Stock subject to this Award.

(f)                                    SECTION 83(B).  If the Participant properly elects (as required by Section 83(b) of the Code) within thirty (30) days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the Fair Market Value of such shares of Restricted Stock, the Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to the Restricted Stock. If the Participant shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to make such election, and the Participant agrees to provide the Company with a copy of any such election within ten (10) calendar days of making such an election.

(g)                                   ADJUSTMENTS.  In the event of any stock dividend, reclassification, subdivision or combination, or similar transaction affecting the Restricted Stock covered by this Award, the rights of the Participant will be adjusted as provided in Section 4 of the Plan.

(h)                                  RIGHTS AS SHAREHOLDER.   Except for the potential forfeitability of the Restricted Stock before the lapse of restrictions set forth in Section 3 above, the Participant has all rights of a shareholder (including voting and dividend rights) commencing on the date of the Company’s book entry evidencing the grant of Restricted Stock under this Agreement.  With respect to any dividends that are paid with respect to the Restricted Stock between the date of this Agreement and the end of any applicable Period of Restriction, such dividends (whether payable in cash or shares) shall be subject to the same restrictions as the Restricted Stock, including any forfeiture provisions described in Section 4 above.

(i)                                      NON-TRANSFERABILITY OF AWARD.   Except as described below, this Award and the shares of Restricted Stock subject to this Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, or disposed of in any manner other than by will

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or by the laws of descent or distribution until the termination of the applicable Period of Restriction.  Any attempt to sell, transfer, pledge, assign, or otherwise alienate or hypothecate, or dispose of in any manner any of the Restricted Stock contrary to the terms of this Agreement and/or the Plan shall be null and void and without legal effect.

(j)                                     TAX WITHHOLDING.   The Participant hereby agrees that the Participant shall make appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable U.S. federal, state or local law on account of this Award.  The Participant may satisfy the obligation(s), in whole or in part, by electing (a) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (b) to have the Company withhold a number of shares which would otherwise be issued pursuant to this Agreement having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (c) by any combination of (a) and (b).  The value of shares to be withheld shall be based on the Fair Market Value of a share of the Company’s Common Stock as of the date the amount of tax to be withheld is to be determined.

(k)                                  THE PLAN; AMENDMENT.   The Restricted Stock is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan.  In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control.  The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

(l)                                      RIGHTS OF PARTICIPANTS; REGULATORY REQUIREMENTS.   Without limiting the generality of any other provision of this Agreement or the Plan, Articles 13 and 18 of the Plan pertaining to the Participants’ rights and Regulatory Requirements are hereby explicitly incorporated into this Agreement.

(m)                              NOTICES.   Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Participant at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

(n)                                  GOVERNING LAW.   This Agreement is governed by and construed in accordance with the laws of the State of Michigan, notwithstanding conflict of law provisions.

(o)                                  TRANSFER OF PERSONAL DATA.   The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Restricted Stock awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

(p)                                  COMPLIANCE WITH LAWS.   The issuance of the Restricted Stock or unrestricted shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable

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requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Restricted Stock or any of the shares pursuant to this Agreement if any such issuance would violate any such requirements.

(q)                                  BINDING AGREEMENT; ASSIGNMENT.   This Agreement shall inure to the benefit of, be binding upon, and be enforceable by, the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 9 hereof) any part of this Agreement without the prior express written consent of the Company.

(r)                                     HEADINGS.   The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

(s)                                    COUNTERPARTS.   This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

(t)                                     SEVERABILITY.   The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(u)                                  ACQUIRED RIGHTS.   The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of Restricted Stock made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Restricted Stock awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

(v)                                  BENEFICIARY DESIGNATION.   The Participant hereby designates the following person(s) as the Participant’s beneficiary(ies) to whom shall be transferred any rights under this Award which survive the Participant’s death.  If the Participant names more than one primary beneficiary and one or more of such primary beneficiaries die, the deceased primary beneficiary’s interest will be apportioned among any surviving primary beneficiaries before any contingent beneficiary receives any amount, unless the Participant indicates otherwise in a signed and dated additional page.  The same rule shall apply within the category of contingent beneficiaries.  Unless the Participant has specified otherwise herein, any rights which survive the Participant’s death will be divided equally among the Participant’s primary beneficiaries or contingent beneficiaries, as the case may be.

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PRIMARY BENEFICIARY(IES)

CONTINGENT BENEFICIARY(IES)

In the absence of an effective beneficiary designation, the Participant acknowledges that any rights under this Award which survive the Participant’s death shall be rights of his or her estate.

SIGNATURE PAGE FOLLOWS

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This Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which constitute one document.

THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK AWARD AGREEMENT, NOR IN THE MACKINAC FINANCIAL CORPORATION 2012 INCENTIVE COMPENSATION PLAN, WHICH IS INCORPORATED INTO THIS AGREEMENT BY REFERENCE, CONFERS ON THE PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION AS A SERVICE PROVIDER OF THE COMPANY OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY, NOR INTERFERES IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE PARTICIPANT’S SERVICE PROVIDER RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE.

BY ACCEPTING THIS AGREEMENT, THE PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS FAMILIAR WITH THE TERMS AND PROVISIONS OF THE PLAN.  THE PARTICIPANT ACCEPTS THIS RESTRICTED STOCK AWARD SUBJECT TO ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THE PARTICIPANT HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR ENTIRETY.  THE PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD.

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Exhibit 10.3

MACKINAC FINANCIAL CORPORATION

2012 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

MACKINAC FINANCIAL CORPORATION, a Michigan corporation (the “Company” ), as permitted by the Mackinac Financial Corporation 2012 Incentive Compensation Plan (the “Plan” ), hereby grants to the individual listed below (the “Participant” ), this Restricted Stock Unit Award (this “Award” ) consisting of a right to receive the number of shares of the Company’s Common Stock set forth below (the “Shares” ), subject to the terms and conditions of the Plan and this Restricted Stock Unit Award Agreement (this “Agreement” ).

Unless otherwise defined in this Agreement, the terms used in this Agreement have the same meaning as defined in the Plan.  The term “Service Provider” as used in this Agreement means an individual actively providing services to the Company or a Subsidiary of the Company.

1.                                       NOTICE OF RESTRICTED STOCK UNITS AWARD.

2.                                       GRANT OF RSUS .  The Company hereby grants to the Participant (who, pursuant to this Award is a Participant in the Plan), as of the Grant Date, the number of RSUs set forth above.  The RSUs granted under this Agreement are settleable only in Shares as described below.  Notwithstanding anything to the contrary anywhere else in this Agreement, the RSUs in this Award are subject to the terms, definitions and provisions of the Plan, which are incorporated by reference into this Agreement.

3.                                       VESTING .  Subject to Participant’s continued status as a Service Provider through the end of each such Period of Restriction (as defined herein) and Section 4 below, the RSUs will vest in [      ] equal installments on the first [      ] anniversaries (each respective [      ] , [      ] and [      ]- year period, a “Period of Restriction” ) of the Grant Date.

4.                                       TERMINATION OF SERVICES; FORFEITURE .  Notwithstanding any other provision of this Agreement:

(a)                                  Termination for Any Reason (Other than Death, Disability, or Retirement) .  Any unvested RSUs subject to this Award shall be immediately canceled and

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forfeited if the Participant’s services with the Company or a Subsidiary are terminated for any reason (other than for death, Disability or Retirement as described below).

(b)                                  Death; Disability .  If the Participant ceases to be a Service Provider prior to the end of any Period of Restriction as a result of Participant’s death or “Disability” (as such term is defined herein), any Period of Restriction applicable to the RSUs subject to this Award shall automatically terminate and such RSUs shall fully vest.  For purposes of this Agreement, “Disability” shall have the meaning set forth in Treas. Reg. §1.409A-3(i)(4).

(c)                                   Retirement .  If the Participant ceases to be a Service Provider as a result of Participant’s “Retirement” prior to the end of any Period of Restriction, the Period of Restriction shall continue to apply to Participant’s RSUs (without regard to the continued service agreement described in Section 3 above), and Participant shall continue to vest in such RSUs as if Participant continued to be a Service Provider; provided, however; if Participant shall cease to be “Retired” (as such term is defined in the Plan) at any time, any RSUs that remain subject to any Period of Restriction shall be immediately canceled and forfeited as of the date such Participant ceases to be Retired.  For purposes of this Agreement, “Retirement” shall mean the Participant’s resignation from the Company on or after the date upon which the Participant has attained at least (i)  [      ] years of age, and (ii)  [      ] years of service with the Company, subject to the Company’s consent.

The Company retains the right to accelerate the vesting (but not the timing of payment, unless in a manner consistent with Code Section 409A) of all or a portion of the RSUs subject to this Award.

5.                                       CHANGE IN CONTROL .  Upon the occurrence of a Change in Control, any Period of Restriction applicable to the RSUs subject to this Award shall automatically terminate and such RSUs shall fully vest.

6.                                       SETTLEMENT.  Subject to Section 10 below, the Company shall deliver to the Participant a number of Shares equal to the number of RSUs that have vested immediately following the lapse of any Period of Restriction or as soon as administratively practicable thereafter, but in no event later than two and one-half (2- 1 / 2 ) months following the end of the calendar year in which such Period of Restriction lapses and the RSUs vest.  Notwithstanding anything to the contrary contained herein, in no event shall the timing for settlement of any RSUs which vest pursuant to Section 4(c) above be accelerated.

7.                    DIVIDENDS; RIGHTS AS SHAREHOLDER .  Cash dividends on Shares issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in Shares and shall be held uninvested and without interest and paid in cash at the same time that the Shares underlying the RSUs are delivered to the Participant in accordance with the provisions hereof.  Stock dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in Shares at the same time that the Shares underlying the RSUs are delivered to the Participant in accordance with the provisions hereof.  Except as otherwise provided herein, the Participant shall have no rights as a shareholder

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with respect to Shares covered by any RSU unless and until the Participant has become the holder of record of such Shares.

8.                                       ADJUSTMENTS.  In the event of any stock dividend, reclassification, subdivision or combination, or similar transaction affecting the RSUs covered by this Award, the rights of the Participant will be adjusted as provided in Section 4 of the Plan.

9.                                       NON-TRANSFERABILITY OF AWARD .  Except as described below, no portion of the RSUs may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, or disposed of in any manner other than by will or by the laws of descent or distribution until the RSUs have been settled in accordance with Section 6 above and the Participant has become the holder of record of the vested Shares issuable hereunder.  Any attempt to sell, transfer, pledge, assign, or otherwise alienate or hypothecate, or dispose of in any manner any of the RSUs contrary to the terms of this Agreement and/or the Plan shall be null and void and without legal effect.

10.                                TAX WITHHOLDING.   The Participant hereby agrees that the Participant shall make appropriate arrangements with the Company for such income and employment tax withholding as may be required of the Company under applicable United States federal, state or local law on account of this Award.  The Participant may satisfy the obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Committee, to have the Company withhold a number of shares which would otherwise be issued pursuant to this Agreement having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) subject to the general or specific approval of the Committee, by any combination of (i) and (ii).  The value of shares to be withheld (if permitted by the Committee) shall be based on the Fair Market Value of a share of the Company’s common stock as of the date the amount of tax to be withheld is to be determined.

11.                                THE PLAN; AMENDMENT .  The RSUs are subject in all respects to the terms, conditions, limitations and definitions contained in the Plan.  In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control.  The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

12.                                RIGHTS OF PARTICIPANTS; REGULATORY REQUIREMENTS .  Without limiting the generality of any other provision of this Agreement or the Plan, Articles 13 and 18 of the Plan pertaining to the Participants’ rights and “Regulatory Requirements” (as such term is defined in the Plan) are hereby explicitly incorporated into this Agreement.

13.                                NOTICES .  Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Participant at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

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14.                                GOVERNING LAW.   This Agreement is governed by and construed in accordance with the laws of the State of Michigan, notwithstanding conflict of law provisions.

15.                                TRANSFER OF PERSONAL DATA .  The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the RSUs and/or Shares awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

16.                                COMPLIANCE WITH LAWS .  The grant of the RSUs and the issuance of the Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Shares if any such issuance would violate any such requirements.

17.                                BINDING AGREEMENT; ASSIGNMENT .  This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 9 hereof) any part of this Agreement without the prior express written consent of the Company.

18.                                HEADINGS .  The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

19.                                COUNTERPARTS .  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

20.                                SEVERABILITY .  The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

21.                                ACQUIRED RIGHTS .  The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of RSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the RSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

22.                                BENEFICIARY DESIGNATION .  The Participant hereby designates the following person(s) as the Participant’s beneficiary(ies) to whom shall be transferred any rights under this Award which survive the Participant’s death.  If the Participant names more than one primary

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beneficiary and one or more of such primary beneficiaries die, the deceased primary beneficiary’s interest will be apportioned among any surviving primary beneficiaries before any contingent beneficiary receives any amount, unless the Participant indicates otherwise in a signed and dated additional page.  The same rule shall apply within the category of contingent beneficiaries.  Unless the Participant has specified otherwise herein, any rights which survive the Participant’s death will be divided equally among the Participant’s primary beneficiaries or contingent beneficiaries, as the case may be.

PRIMARY BENEFICIARY(IES)

CONTINGENT BENEFICIARY(IES)

In the absence of an effective beneficiary designation, the Participant acknowledges that any rights under this Award which survive the Participant’s death shall be rights of his or her estate.

SIGNATURE PAGE FOLLOWS

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This Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which constitute one document.

PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, NOR IN THE COMPANY’S 2012 INCENTIVE COMPENSATION PLAN, WHICH IS INCORPORATED INTO THIS AGREEMENT BY REFERENCE, CONFERS ON PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION AS A SERVICE PROVIDER OF THE COMPANY OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY, NOR INTERFERES IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S SERVICE PROVIDER RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE.

BY ACCEPTING THIS AGREEMENT, PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS FAMILIAR WITH THE TERMS AND PROVISIONS OF THE PLAN.  PARTICIPANT ACCEPTS THIS RESTRICTED STOCK UNIT AWARD SUBJECT TO ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  PARTICIPANT HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR ENTIRETY.  PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD.

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