Change in Control Agreement by and between First Savings Bank and Jackie R.Journell

Exhibit 10.2

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EMPLOYMENT AGREEMENT

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THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of October 1, 2020 (the “Effective Date”), by and between JACQUELINE R. JOURNELL (the “Executive”), FIRST SAVINGS FINANCIAL GROUP, INC. (the “Corporation”), and FIRST SAVINGS BANK (the “Bank”), a state-chartered commercial bank and wholly-owned subsidiary of the Corporation.

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WHEREAS, the Executive serves in positions of substantial responsibility with the Corporation and the Bank;

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WHEREAS, the Corporation and the Bank wish to set forth the terms of the Executive’s continued employment in these positions;

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WHEREAS, the Executive is willing and desires to continue to serve in these positions with the Corporation and the Bank; and

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WHEREAS, the Executive, the Corporation and the Bank previously entered into an employment agreement as of October 7, 2019, which employment agreement shall be superseded by this Agreement.

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NOW THEREFORE, in consideration of these premises, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

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ARTICLE 1

EMPLOYMENT

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1.1Employment. The Corporation hereby employs the Executive to serve as Executive Vice President and Chief Operating Officer of the Corporation and the Bank hereby employs the Executive to serve as Executive Vice President and Chief Operating Officer of the Bank, each according to the terms and conditions of this Agreement and for the period stated in Section 1.3 of this Agreement.  The Executive hereby accepts employment according to the terms and conditions of this Agreement and for the period stated in Section 1.3 of this Agreement.

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1.2Duties. As Executive Vice President and Chief Operating Officer of the Corporation and the Bank, the Executive shall serve under the boards of directors of the Corporation and the Bank (collectively, the “Boards”), respectively.  The Executive shall report directly to the Chief Executive Officer of the Corporation and the Bank (the “CEO”). The Executive shall serve the Corporation and the Bank faithfully, diligently, competently, and to the best of the Executive’s ability.  The Executive shall exclusively devote full working time, energy, and attention to the business of the Corporation and the Bank and to the promotion of the interests of the Corporation and the Bank throughout the term of this Agreement.  Without the prior written consent of the Boards, during the term of this Agreement, the Executive shall not render services to or for any person, firm, corporation, or other entity or organization in exchange for compensation, regardless of the form in which the compensation is paid and regardless of whether it is paid directly or indirectly to the Executive.  Nothing in this Section 1.2 shall prevent the Executive from managing personal investments and affairs, serving on civic boards or performing volunteer services, provided that doing so does not interfere with the proper performance of the Executive’s duties and responsibilities under this Agreement.

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1.3Term.

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(a)The term of this Agreement shall include: (i) the initial term, consisting of the period commencing on the Effective Date and ending on the third anniversary of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 1.3.

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(b)Commencing on the first anniversary of the Effective Date and continuing as of each anniversary of the Effective Date thereafter (the “Renewal Date”), the disinterested directors on the Boards may extend the Agreement term for an additional year so that the remaining term of the Agreement again becomes thirty-six (36) full months from the applicable Renewal Date, unless the Executive elects not to extend the term of this Agreement by giving written notice to the Corporation and the Bank at least thirty (30) days prior to the applicable anniversary date.

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(c)The disinterested directors on the Boards will review the Agreement and the Executive’s performance annually for the purpose of determining whether to extend the Agreement term and will include the rationale and results of the review in the minutes of the meetings.  The Boards will notify the Executive no earlier than sixty (60) days and no later than thirty (30) days prior to the applicable anniversary date whether they have determined to extend the Agreement.

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(d)Nothing in this Agreement shall mandate or prohibit the continuation of the Executive’s employment following the expiration of the term of this Agreement, upon such terms and conditions as the Corporation, the Bank and the Executive may mutually agree.

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ARTICLE 2

COMPENSATION AND BENEFITS

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2.1Base Salary. In consideration of the Executive’s performance of the obligations under this Agreement, the Corporation or the Bank shall pay or cause to be paid to the Executive a salary at the combined annual rate of not less than $180,200, payable according to the regular payroll practices of the Corporation and the Bank. The Executive’s salary shall be subject to annual review.  The Executive’s salary, as the same may be modified from time to time, is referred to in this Agreement as the “Base Salary”. All compensation under this Agreement shall be subject to customary income tax withholding and withholding of such other employment taxes as are imposed by law.

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2.2Benefit Plans and Perquisites. For as long as the Executive is employed by the Corporation or the Bank, the Executive shall be eligible (i) to participate in any and all officer or employee compensation, incentive compensation and benefit plans in effect from time to time, including without limitation plans providing retirement, medical, dental, disability, and group life benefits and including stock-based compensation, incentive, or bonus plans existing on the date of this Agreement or adopted after the date of this Agreement, provided that the Executive satisfies the eligibility requirements for such plans or benefits, and (ii) to receive any and all other fringe and other benefits provided from time to time, including the specific items described in (a)-(c) below.

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(a)Automobile. The Corporation or the Bank shall provide the Executive with, and the Executive shall have the primary use of, an automobile owned or leased by the Corporation or the Bank. The Corporation or the Bank shall pay (or reimburse the Executive) for all expenses of insurance, registration, operation and maintenance of the automobile.  The Executive shall comply with reasonable reporting and expense limitations on the use of the automobile, as the Corporation and the Bank may establish from time to time, and the Corporation or the Bank shall annually include on the Executive’s Form W-2 the amount attributable to the Executive’s personal use of the automobile.  At the discretion of the Executive, the Corporation or the Bank shall provide the Executive with an automobile allowance of

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not less than $1,000 per month for automobile-related expenses in lieu of an automobile owned or leased by the Corporation or the Bank.  The automobile allowance shall be payable according to the regular payroll practices of the Corporation and the Bank, and the Corporation and the Bank shall annually include on the Executive’s Form W-2 the amount attributable to the automobile allowance.

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(b)Reimbursement of Business Expenses. The Executive shall be entitled to reimbursement for all reasonable business expenses, excluding mileage (if provided use of an automobile or automobile allowance) and other automobile-related expenses (if provided an automobile allowance in lieu of use of an automobile), incurred while performing the obligations under this Agreement, including, but not limited to, all reasonable business travel and entertainment expenses incurred while acting at the request of or in the service of the Corporation or the Bank, reasonable expenses for attendance at annual and other periodic meetings of trade associations, and reasonable fees and expenses for continuing professional education.  Expenses will be reimbursed if they are submitted in accordance with the policies and procedures of the Corporation and the Bank.

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(c)Facilities.  The Corporation and the Bank will furnish the Executive with the working facilities and staff customary for executive officers with comparable titles and duties of the Executive, as set forth in Sections 1.1 and 1.2 of this Agreement, and as are necessary for the Executive to perform the duties.  The location of such facilities and staff shall be at the principal administrative offices of the Corporation or the Bank, or at such other site or sites customary for the offices.

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2.3Vacation; Leave. The Executive shall be entitled to sick leave and paid annual vacation in accordance with policies established from time to time by the Corporation and the Bank, and made available in writing to the Executive.  In addition to paid vacations and other leave, the Boards or the CEO may grant the Executive, solely at the Executive’s request, voluntary Leaves of Absence, with or without pay, at such time or times and upon such terms and conditions as the Board or the CEO may determine.  For purposes of this Agreement, “Leave of Absence” means a voluntary and temporary discontinuance of work duties and responsibilities by the Executive, after which the Executive may return to work duties and responsibilities, subject to terms and conditions agreed upon by the Executive, the Boards and the CEO.

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2.4Insurance. The Corporation and the Bank shall maintain or cause to be maintained liability insurance, including Director & Officer insurance, covering the Executive throughout the term of this Agreement.

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ARTICLE 3

EMPLOYMENT TERMINATION

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3.1Termination Because of Death or Disability.

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(a)Death. The Executive’s employment shall terminate automatically at the Executive’s death. If the Executive dies in active service to the Corporation or the Bank, the Executive’s spouse or, if there is no surviving spouse, the estate, shall receive any sums due to the Executive as Base Salary and reimbursement of expenses through the end of the month in which death occurred.

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(b)Disability. By delivery of written notice thirty (30) days in advance to the Executive, the Corporation and the Bank may terminate the Executive’s employment if the Executive is disabled.  For purposes of this Agreement the Executive shall be considered “disabled” if an independent physician selected by the Corporation or the Bank and reasonably acceptable to the Executive, or the Executive’s legal representative, determines that, because of illness or accident, the Executive is unable to perform the Executive’s duties and will be unable to perform the Executive’s duties for a period of ninety (90)

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consecutive days.  The Executive shall not be considered disabled, however, if the Executive returns to work on a full-time basis within thirty (30) days after the Corporation or the Bank gives notice of termination due to disability.  If the Executive is terminated by either the Corporation or the Bank because of disability, the Executive’s employment with the other shall also terminate at the same time without further action. During the period of incapacity leading up to the termination of the Executive’s employment under this provision, the Corporation and the Bank shall continue to pay the full Base Salary at the rate then in effect and all perquisites and other benefits (other than bonus) until the Executive becomes eligible for benefits under any disability plan or insurance program maintained by the Corporation and the Bank, provided that the amount of the payments by the Corporation and the Bank to the Executive under this Section 3.1(b) shall be reduced by the sum of the amounts, if any, payable to the Executive for the same period under any disability benefit or pension plan covering the Executive.

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3.2Involuntary Termination With Cause. The Corporation and the Bank may terminate the Executive’s employment for Cause.  If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which termination becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective.  If the Executive is terminated for Cause by either the Corporation or the Bank, the Executive’s employment with the other shall also terminate at the same time without further action. The Executive shall not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the board of directors of the Corporation or the Bank called and held for the purpose, which resolution shall (i) contain findings that the Executive has committed an act constituting Cause, and (ii) specify the particulars thereof.  The resolution of the board(s) of directors shall be deemed to have been duly adopted only if it is adopted by the affirmative vote of a majority of the directors of the Corporation or the Bank then in office, excluding the Executive.  Notice of the meeting and the proposed termination for Cause shall be given to the Executive a reasonable time, but not less than ten (10) business days, before the meeting of the board(s) of directors (the “Board Meeting Notice”); provided, however, the Corporation or the Bank may immediately place the Executive on Paid Administrative Leave effective at the time of providing the Board Meeting Notice.  For purposes of this Agreement, “Paid Administrative Leave” means an involuntary and temporary discontinuance of work duties and responsibilities by the Executive, during which the Executive continues to receive compensation and benefits on the same terms and conditions as received immediately prior to the leave, and after which the Executive may return to work duties and responsibilities or employment is terminated.  The Executive and the Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board(s) of directors at the meeting. For purposes of this Agreement “Cause” means any of the following:

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(f)a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Corporation or the Bank or their Affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or

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(g)a material breach by the Executive of any provision of this Agreement.

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No act, or failure to act, on the Executive’s part shall be considered “willful” unless the Executive has intentionally acted, or intentionally failed to act, with an absence of good faith and without reasonable belief that action or failure to act was in the best interest of the Corporation or the Bank.  The Corporation or the Bank must provide written notice to the Executive of the existence of one or more of the conditions described in Sections 3.2 (a) through (g) within sixty (60) days after the Corporation’s or the Bank’s recognition of the existence of the condition(s) (the “Cause Notice”).  The Cause Notice shall be sent not less than ten (10) days prior to the Board Meeting Notice; provided, however, the Corporation and the Bank may immediately place the Executive on Paid Administrative Leave effective at the time of providing the Board Meeting Notice.

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3.3Voluntary Termination by the Executive Without Good Reason. If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective.

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3.4Involuntary Termination Without Cause and Voluntary Termination With Good Reason. With written notice to the Executive at least thirty (30) days in advance, the Corporation and the Bank may terminate the Executive’s employment without Cause.  Termination shall take effect at the end of the notice period.  With advance written notice to the Corporation and the Bank, as provided in clause (b), the Executive may terminate employment for Good Reason.  If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement.  For purposes of this Agreement, a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (a) and (b) of this Section 3.4 are satisfied:

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(a)a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if any of the following occur without the Executive’s written consent, and the term “Good Reason” shall mean the occurrence of any of the following without the Executive’s written consent:

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(1)a material diminution of the Executive’s Base Salary;

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(b)the Executive must give notice to the Corporation and the Bank of the existence of one or more of the conditions described in clause (a) within sixty (60) days after the initial existence of the condition, and the Corporation and the Bank shall have thirty (30) days thereafter to remedy the condition.  In addition, the Executive’s voluntary termination because of the existence of one or more of the conditions described in clause (a) must occur within six (6) months after the initial existence of the condition.

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ARTICLE 4

SEVERANCE COMPENSATION

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4.1Cash Severance after Termination Without Cause or Termination for Good Reason.  Subject to Section 8.9 of this Agreement, if the Executive’s employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment with Good Reason, the Executive shall receive from the Corporation or the Bank the Base Salary for the remaining term of the Agreement, with the amount paid in a single lump sum within ten (10) calendar days of termination.  The Corporation, the Bank and the Executive acknowledge and agree that the compensation and benefits under this Section 4.1 shall not be payable if compensation and benefits are payable or shall have been paid to the Executive under Article 5 of this Agreement.

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4.2Post-Termination Insurance Coverage. If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, or because of disability, the Corporation or the Bank shall continue to provide to the Executive non-taxable medical insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Corporation and the Bank for the Executive immediately prior to termination under the same cost-sharing arrangements that apply for active employees of the Corporation and the Bank as of the Executive’s date of termination.  Such continued coverage shall cease upon the earlier of (i) the Executive’s return to employment with the Corporation, the Bank or another employer, (ii) the Executive’s attainment of age 65, (iii) the Executive’s death or (iv) the expiration of the remaining term of this Agreement.  The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein.  If the Corporation and the Bank cannot provide the benefits set forth in this paragraph for any reason, including because the Executive is no longer an employee, applicable rules and regulations prohibit the benefits in the manner contemplated, or it would subject the Corporation or the Bank to penalties, then the Corporation or the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of the premiums the Corporation and Bank would have paid for such coverage based on the premiums paid for the coverage immediately prior to termination.  Such cash payment shall be made in a lump sum within thirty (30) days after the later of the Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Corporation or the Bank to penalties.

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ARTICLE 5

CHANGE IN CONTROL BENEFITS

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5.1Change in Control Benefits. If a Change in Control occurs during the term of this Agreement and, thereafter during the term of the Agreement, the Executive’s employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment with Good Reason, the Corporation or the Bank shall make or cause to be made a single lump-sum payment to the Executive in an amount in cash equal to two (2) times the Executive’s Average Annual Compensation.  For purposes of this Agreement, “Average Annual Compensation” means the Executive’s taxable income reported by the Corporation and the Bank (or any Affiliate of the Corporation and the Bank) in Box 5, Form W-2, Wage and Tax Statement, or on any Form 1099, for the five (5) calendar years immediately preceding the calendar year in which the Change in Control occurs. The payment required under this paragraph is payable no later than five (5) business days after the Executive’s termination.  If the Executive receives payment under this Section 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.1 of this Agreement. In addition, the Corporation and the Bank shall provide the Executive and dependents with the post-termination insurance coverage described in Section 4.2 of this Agreement.

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5.2Change in Control Defined. For purposes of this Agreement, “Change in Control” means a change in control as defined in Section 409A of the Code and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, including:

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(a)Change in ownership. a change in ownership of the Corporation or the Bank occurs on the date any one (1) person or group accumulates ownership of Corporation or Bank stock constituting more than 50% of the total fair market value or total voting power of Corporation or Bank stock,

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(b)Change in effective control. (i) any one (1) person or more than one (1) person acting as a group acquires within a twelve (12)-month period ownership of Corporation or Bank stock possessing 30% or more of the total voting power of Corporation or Bank stock, or (ii) a majority of the directors on the board of directors of the Corporation or the Bank is replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed in advance by a majority of the directors on the board of directors of the Corporation or the Bank, or

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(c)Change in ownership of a substantial portion of assets. a change in ownership of a substantial portion of the Corporation’s or the Bank’s assets occurs if in a twelve (12)-month period any one person or more than one person acting as a group acquires from the Corporation’s or the Bank’s assets having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of all of the Corporation’s or the Bank’s assets immediately before the acquisition or acquisitions.  For this purpose, gross fair market value means the value of the Corporation’s or the Bank’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.

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ARTICLE 6

CONFIDENTIALITY AND CREATIVE WORK

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6.1Non-disclosure. The Executive covenants and agrees not to reveal to any person, firm, or corporation any Confidential Information of any nature concerning the Corporation or the Bank or their business, or anything connected therewith. As used in this Article 6, the term “Confidential Information” means all of the confidential and proprietary information and trade secrets of the Corporation and the Bank and their Affiliates in existence on the date hereof or existing at any time during the term of this Agreement, including but not limited to:

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(a)the whole or any portion or phase of any business plans, financial information, purchasing data, supplier data, accounting data, or other financial information;

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(b)the whole or any portion or phase of any research and development information, design procedures, algorithms or processes, or other technical information;

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(c)the whole or any portion or phase of any marketing or sales information, sales records, customer lists, prices, sales projections, or other sales information; and

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(d)trade secrets, as defined from time to time by the laws of Indiana.

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This Section 6.1 does not prohibit disclosure required by an order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the Executive in the ordinary course of business and within the scope of the Executive’s authority.

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The term “Confidential Information” shall not include information (i) which at the time of disclosure has been published or is otherwise in the public domain; (ii) which, after disclosure, becomes part of the public domain other than through a breach of this Agreement; (iii) which was known to the recipient prior to receipt from the Executive, provided such prior knowledge can be adequately substantiated; (iv) which becomes known to a recipient from a source which legally derives such information independently of the Executive under this Agreement; (v) which is freely disclosed by the Corporation or the Bank to a third party without an obligation of confidentiality or nondisclosure; or, (vi) which is disclosed pursuant to law, regulation or lawful order or process.

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6.2Return of Materials. The Executive agrees to immediately deliver or return to the Corporation and the Bank upon termination of employment, upon expiration of this Agreement, or as soon thereafter as possible, all written information and any other similar items furnished by the Corporation and the Bank or prepared by the Executive in connection with the Executive’s services hereunder and to immediately delete all electronically stored data of the Corporation and the Bank maintained on the Executive’s personal computers or communication devices (i.e. laptop, tablet, cellular phone, etc.) and to return all employer-provided computers or communication devices.  The Executive will retain no copies thereof after termination of this Agreement or termination of the Executive’s employment.

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6.3Creative Work. The Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term of this Agreement, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Corporation and the Bank.  The Executive hereby assigns to the Corporation and the Bank all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether the same is subject to protection by patent, trademark, or copyright laws.

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6.4Affiliates’ Confidential Information is Covered. For purposes of this Agreement, “Affiliate” of the Corporation or the Bank includes any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Corporation or the Bank.

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6.5Injunctive Relief. The Executive acknowledges that it is impossible to measure in money the damages that will accrue to the Corporation and the Bank if the Executive fails to observe the obligations imposed by this Article 6.  Accordingly, if the Corporation or the Bank institutes an action to enforce the provisions hereof, the Executive hereby waives the claim or defense that an adequate remedy at law is available to the Corporation or the Bank, and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists.  The confidentiality and remedies provisions of this Article 6 shall be in addition to and shall not be deemed to supersede or restrict, limit, or impair the Corporation’s or the Bank’s rights under applicable state or federal statute or regulation dealing with or providing a remedy for the wrongful disclosure, misuse, or misappropriation of trade secrets or proprietary or Confidential Information.

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6.6Confidentiality Obligation Survives Termination. The rights and obligations set forth in this Article 6 shall survive termination of this Agreement.

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ARTICLE 7

SOLICITATION AND COMPETITION AFTER EMPLOYMENT TERMINATION

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7.1Covenant Not to Solicit Employees. The Executive covenants and agrees not to, directly or indirectly, solicit or employ the services of any officer or employee of the Corporation or the Bank or an Affiliate (including an individual who was an officer or employee of the Corporation or the Bank or an Affiliate during the one-year period following the Executive’s termination) for two years after the Executive’s employment termination.

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7.2Covenant Not to Compete.

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(a) The Executive covenants and agrees not to Compete, Directly or Indirectly, with the Corporation or the Bank or an Affiliate for one year after employment termination. For purposes of this Section 7.2:

(1)the term “Compete” means:

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(2)the terms “Directly” and “Indirectly” mean:

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(b)If any provision of this Section 7.2 or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographical and temporal restrictions contained therein) is held to be unenforceable or invalid for any reason, the unenforceable or invalid provision or portion shall be modified or deleted so that the provisions hereof, as modified, are legal and enforceable to the fullest extent permitted under applicable law.

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(c)The Executive acknowledges that the Corporation’s and the Bank’s willingness to enter into this Agreement and to make the payments contemplated by Articles 3 and 4 of this Agreement is conditioned on the Executive’s acceptance of and adherence to the covenants set forth in Articles 6 and 7 of this Agreement and that the Corporation and the Bank would not have entered into this Agreement without such covenants in force.

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7.3Injunctive and Other Relief. Because of the unique character of the services to be rendered by the Executive hereunder, the Executive understands that the Corporation and the Bank would not have an adequate remedy at law for the material breach or threatened breach by the Executive of any one or more of the Executive’s covenants in this Article 7.  Accordingly, the Executive agrees that the Corporation’s and the Bank’s remedies for a breach of this Article 7 include, but are not limited to, (i) forfeiture of any money representing accrued salary, contingent payments, or other fringe benefits (including any amount payable pursuant to Article 4) due and payable to the Executive during the period of any breach by Executive, (ii) a suit in equity by the Corporation or the Bank to enjoin the Executive from the breach or threatened breach of such covenants, and (iii) its attorney’s fees and costs incurred to enforce the rights of the Corporation or the Bank under any article of this Agreement. The Executive hereby waives the claim or defense that an adequate remedy at law is available to the Corporation or the Bank and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists. Nothing herein shall be construed to prohibit the Corporation or the Bank from pursuing any other or additional remedies for the breach or threatened breach.

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7.4Article 7 Survives Termination But Is Void Upon a Change in Control. The rights and obligations set forth in this Article 7 shall survive termination of this Agreement.  However, Article 7 shall become null and void effective immediately upon a Change in Control if the Executive is employed by the Corporation or the Bank at the effective time of the Change in Control.

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ARTICLE 8

MISCELLANEOUS

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8.1Successors and Assigns.

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(a)This Agreement shall be binding upon the Corporation and the Bank and any successors to the Corporation and the Bank, including any persons acquiring directly or indirectly all or substantially all of the business or assets of the Corporation or the Bank by purchase, merger, consolidation, reorganization, or otherwise, but this Agreement and the Corporation’s and the Bank’s obligations under this Agreement are not otherwise assignable, transferable, or delegable by the Corporation or the Bank.  By agreement in form and substance satisfactory to the Executive, the Corporation and the Bank shall require any successor to all or substantially all of the business or assets of the Corporation or the Bank expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Corporation and the Bank would be required to perform had no succession occurred.

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(b)This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees.

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(c)Without written consent of the other parties, no party shall assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement, except as expressly provided herein.  Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by the Executive’s will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 8.1, the Corporation and the Bank shall have no liability to pay any amount to the assignee or transferee.

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8.2Governing Law, Jurisdiction and Forum. This Agreement shall be construed under and governed by the internal laws of the State of Indiana, without giving effect to any conflict of laws provision or rule that would cause the application of the laws of any jurisdiction other than Indiana.  By entering into this Agreement, the Executive acknowledges that the Executive is subject to the jurisdiction of both the federal and state courts in Indiana.

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8.3Entire Agreement. This Agreement sets forth the entire agreement of the parties concerning the employment of the Executive by the Corporation and the Bank. Any oral or written statements, representations, agreements, or understandings made or entered into prior to or contemporaneously with the execution of this Agreement are hereby rescinded, revoked, and rendered null and void by the parties.

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8.4Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid.  Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Corporation and the Bank at the time of the delivery of such notice, and properly addressed to the Corporation or the Bank if addressed to the board(s) of directors of the Corporation or the Bank at the Headquarters.

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8.5Severability. If there is a conflict between any provision of this Agreement and any statute, regulation, or judicial precedent, the latter shall prevail, but the affected provisions of this Agreement shall be curtailed and limited solely to the extent necessary to bring them within the requirements of law.  If any provisions of this Agreement is held by a court of competent jurisdiction to be indefinite, invalid, void or voidable, or otherwise unenforceable, the remainder of this Agreement shall continue in full force and effect unless that would clearly be contrary to the intentions of the parties or would result in an injustice.

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8.6Captions and Counterparts. The captions in this Agreement are solely for convenience. The captions do not define, limit, or describe the scope or intent of this Agreement.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

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8.7No Duty to Mitigate.  The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment. Moreover, provided the Executive is not in breach of any obligation under Articles 6 and 7 of this Agreement, the amount of any payment provided for in this Agreement shall not be reduced by any compensation earned or benefits provided as the result of employment of the Executive or as a result of the Executive being self-employed after employment termination.

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8.8Amendment and Waiver. This Agreement may not be amended, released, discharged, abandoned, changed, or modified in any manner, except by an instrument in writing signed by each of the parties hereto.  The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision, nor affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision.  No waiver or any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

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8.9Compliance with Internal Revenue Code Section 409A.

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(a)The Corporation, the Bank and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Code.  If any provision of this Agreement does not satisfy the requirements of Section 409A of the Code, such provision shall nevertheless be applied in a manner consistent with those requirements.  If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A of the Code, the Corporation and the Bank shall reform the provision.  However, the Corporation and the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Corporation and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision.

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(b)This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, where applicable, with the “short-term deferral exception” under Treasury Regulation Section 1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code.  If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on the Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.  For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs.  To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with Section 8.9(c).  In no event shall the Executive, directly or indirectly, designate the calendar year of payment.

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(c)Notwithstanding anything herein to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of the Executive’s separation from service with the Corporation and the Bank to prevent any accelerated or additional tax under Section 409A of the Code, then the Corporation and the Bank will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) that are not otherwise paid with the “short-term deferral exception” under Treasury Regulations Section 1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulations Section 1.409A-1(b)(9)(iii), until the first payroll date that occurs after the date that is six (6) months following the Executive’s separation of service with the Corporation and the Bank.  If any payments are postponed due to such requirements, such postponed amounts will be paid to the Executive in a lump sum on the first payroll date that occurs after the date that is six months following the Executive’s separation of service with the Corporation and the Bank.  If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409(A) of the Code shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death.

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8.10Required Provisions.  In the event any of the foregoing provisions of this Agreement conflict with the terms of this Section 8.10, this Section 8.10 shall prevail.

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(a)All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Bank (i) by the Comptroller of the Currency, or designee (the “Comptroller”), at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA; or (ii) by the Comptroller, at the time the Comptroller approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Comptroller to be in an unsafe and unsound condition.  Any rights of the Officer that have already vested, however, shall not be affected by such action.

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(b)Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to, and conditioned upon, their compliance with 12 U.S.C. Section 1828(k) and FDIC Regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

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[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

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