Form of Amendment to the Director Retirement Agreements

Exhibit 10.6

AMENDMENT

TO THE

MERCER SAVINGS BANK

DIRECTOR RETIREMENT

THIS AMENDMENT to the Director Retirement Agreement (the “Agreement”) is entered into by and between Mercer Savings Bank, a savings association located in Celina, Ohio (the “Bank”) and [Name] (the “Director”), on this          day of           2023.

WHEREAS, the Agreement was entered into on [date]; and

WHEREAS, pursuant to Section 7.1 of the Agreement, the Agreement may be amended in certain respects at any time by written agreement between the Bank and the Director; and

WHEREAS, the Bank and the Director desire to amend the Agreement to convert it into a defined contribution, account balance plan and to allow the Director to instruct the Bank with respect to the investment of the account balance into certain investment alternatives and to make certain other administerial changes; and

WHEREAS, no part of this Amendment is intended to accelerate the timing, or change the form, of any payment due under the Agreement.

NOW THEREFORE, the Plan is hereby amended, effective as of [date], 2023, as follows:

First

Section 1.1 of the Agreement is deleted in its entirety and replaced with the following new Section 1.1:

“Account” means a bookkeeping account maintained by the Bank in the name of the Director. The Director’s Account shall consist of the following sub-Accounts: (i) Cash Account, a sub-account that is credited with all investments other than assets credited to the Stock Units Account; (ii) Stock Units Account, a sub-account that is credited with Stock Units; and (iii) such other sub-accounts as the Board of Directors of the Bank may deem necessary. The Stock Units Account (i) may not be diversified; (ii) must remain at all times credited with units that represent Common Stock; and (iii) must be distributed solely in the form of Common Stock. A Director’s Account shall be utilized solely as a device for the measurement and determination of any benefits payable to a Participant pursuant to this Plan. A Participant shall have no interest in his Account, nor shall it constitute or be treated as a trust fund of any kind. As of [date], the value of the Director’s Account (all of which shall be credited to the Cash Account) shall equal [amount]. Each year during the Director’s service with the Bank, the Bank shall contribute to the Director’s Account equal to the amount set forth on Schedule A to the Agreement.”

Second

Section 1.5 is deleted in its entirety and replaced with the following new Section 1.5:

“Change in Control means: (i) a change in the ownership of the Bank or Mercer Bancorp, Inc. (the “Company”); (ii) a change in the effective control of the Bank or the Company; or (iii) a change in the ownership of a substantial portion of the assets of the Bank or the Company as defined in accordance with Code Section 409A; provided, however, that notwithstanding anything herein to the contrary, a Change in Control will not be deemed to have occurred for purposes of this Agreement as a result of the conversion of the Bank from the mutual to stock form and the related stock offering of the Company.

Third

Section 2.1.1 of the Agreement is deleted in its entirety and replaced with the following new Section 2.1.1:

“Amount of Benefit. The benefit under this Section 2.1 is the amount of the Director’s Account immediately prior to Normal Retirement Date, determined by vesting the Director in thirty-three percent (33%) of the Account balance after six Years of Service to the Board through year 10, sixty-six percent (66%) of the Account balance after Year 10 and through Year 18 and one hundred percent (100%) of the Account balance after Year 18. Service on the Board prior to the Effective Date of this Agreement shall be credited for the purposes of determining the vested benefit.”

Fourth

Section 2.1.2 shall be deleted in its entirety and replaced with the following new Section 2.1.2:

“Distribution of Benefit. The Bank shall distribute the benefit to the Director in twelve (12) approximately equal monthly installments commencing on the first day of the month following Normal Retirement Date. The annual benefit shall be distributed to the Director for ten (10) years. During the period of benefit distributions, the Account shall continue to be credit with earnings until the entire vested benefit has been distributed to the Director.”

Fifth

Section 2.2.1 of the Agreement is deleted in its entirety and replaced with the following new Section 2.2.1:

“Amount of Benefit. The benefit under this Section 2.2 is the amount of the Director’s Account immediately prior to Separation from Service, determined by vesting the Director in thirty-three percent (33%) of the Account balance after six Years of Service to the Board through year 10, sixty-six percent (66%) of the Account balance after Year 10 and through Year 18 and one hundred percent (100%) of the Account balance after Year 18. Service on the Board prior to the Effective Date of this Agreement shall be credited for the purposes of determining the vested benefit.”

Sixth

Section 2.4.1 of the Agreement is deleted in its entirety and replaced with the following new Section 2.4.1:

“Amount of Benefit. The benefit under this Section 2.4 is the amount of the Director’s Account immediately prior to date on which the Separation from Service occurs, except by vesting the Director one hundred percent (100%) in the Account balance.”

Seventh

Section 3.1.1 of the Agreement is deleted in its entirety and replaced with the following new Section 3.1.1:“Amount of Benefit. The benefit under this Section 3.1 is the Account balance. The Director is one hundred percent (100%) vested in the benefit.”

Eighth

The following new Article 10 shall be added to the Agreement:

“Article 10

Investment of Account

Ninth

This Amendment is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and this Amendment does not change the time or form of any distribution under the Agreement.

Tenth

Notwithstanding anything to the contrary contained herein, this Amendment shall be subject to the consummation of the Conversion of the Bank and the Stock Offering of Mercer Bancorp, Inc. In the event the Conversion and Offering do not occur, this Amendment shall be deemed null and void.

[signature page to follow]

IN WITNESS WHEREOF, the Bank and the Director have caused this Amendment to be executed on the date first written above.