EX-10.4



 Exhibit 10.4 

NEW BUFFALO SAVINGS BANK 

SALARY CONTINUATION AGREEMENT 

FOR 
 RICHARD C. SAUERMAN

 THIS SALARY CONTINUATION PLAN FOR RICHARD C. SAUERMAN (the “Plan”) is effective as of May 28, 2015, and is
entered into by New Buffalo Savings Bank (the “Bank”) and Richard C. Sauerman (“Executive”).  
 WHEREAS,
the purpose of the Plan is to provide additional retirement benefits to Executive, who, as a member of senior management, has contributed significantly to the success of the Bank, and whose continued services are vital to the Bank’s continued
growth and success; and 
 WHEREAS, this Plan is intended to be an unfunded, non-qualified deferred compensation plan that
complies with Sections 451 and 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder and is also intended to be a “top hat” pension plan within the meaning of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”). 
 ARTICLE I 

DEFINITIONS 
 When used
herein, the following words and phrases shall have the meanings below unless the context clearly indicates otherwise: 
  

	1.1	“Accrued Benefit” means, as of any date, the liability that should be accrued by the Bank under generally accepted accounting principles (“GAAP”) to reflect the Bank’s obligation to Executive
under the Plan. 

  

	1.2	“Administrator” means the Bank and/or its Board of Directors, provided, however, the Board of Directors can designate a committee of the Board of Directors (“Committee”) as the Administrator.


  

	1.3	“Bank” means New Buffalo Savings Bank and any successor to its business and/or assets which assumes and agrees to perform the duties and obligations under this Plan by operation of law or otherwise.


  

	1.4	 “Beneficiary” means the person or persons (and, if applicable, their heirs) designated by Executive as the beneficiary to whom the deceased
Executive’s benefits are payable. The beneficiary designation shall be made on the form attached hereto as Exhibit A and filed with the Administrator. If no Beneficiary is so designated, then Executive’s Spouse, if living, will be deemed
the Beneficiary. If Executive’s Spouse is not living at the time of Executive’s death or dies prior to payment to her of the Survivor’s Benefit, then the Children of Executive will be deemed the Beneficiaries and will take on a per
stirpes basis. If there are no living Children, then Executive’s estate will be deemed the Beneficiary. For this purpose, the term “Children” means Executive’s children, or the











	 	
issue of any deceased Children, then living at the time payments are due the Children under this Plan. The term “Children” shall include both natural and adopted children, as well as
stepchildren. Also, for this purpose, the term “Spouse” means the individual to whom Executive is legally married at the time of Executive’s death, provided, however, that the term “Spouse” shall not refer to an individual
to whom Executive is legally married at the time of death if Executive and the individual have entered into a formal separation agreement (provided that the separation agreement does not provide otherwise or state that the individual is entitled to
a portion of the benefits hereunder) or initiated divorce proceedings. 

  

	1.5	“Benefit Eligibility Date” shall be the date on which Executive is entitled to commencement of benefits under the Plan. 

  

	 	(a)	In the event benefits become payable on account of Executive’s Separation from Service on or after Normal Retirement Age, the Benefit Eligibility Date shall be the first day of the second month following
Executive’s Separation from Service, subject to Section 1.5(g) below. 

  

	 	(b)	In the event the benefits become payable to Executive in the event of Executive’s Separation from Service on or after his Early Retirement Age but before his Normal Retirement Age, the Benefit Eligibility Date
shall be the first day of the second month following the Separation from Service, subject to Section 1.5(g) below. 

  

	 	(c)	In the event the Accrued Benefit becomes payable to Executive in the event of Executive’s Involuntary Separation from Service prior to his Early Retirement Age, the Benefit Eligibility Date shall be the first day
of the second month following the Separation from Service, subject to Section 1.5(g) below. 

  

	 	(d)	In the event the Survivor’s Benefit becomes payable on account of Executive’s death, the Benefit Eligibility Date shall be the first day of the second month following Executive’s death. 


 

	 	(e)	In the event Executive suffers a Disability while employed by the Bank, the Benefit Eligibility Date shall be the first day of the second month following the date Executive is determined to be Disabled.


  

	 	(f)	In the event the Accrued Benefit becomes payable pursuant to Section 2.7 of this Plan on account of Executive’s voluntary or Involuntary Separation from Service (other than for Cause) or resignation for Good
Reason coincident with or within two (2) years following a Change in Control and prior to his Normal Retirement Age, the Benefit Eligibility Date shall be the first day of the second month following Separation from Service, subject to
Section 1.5(g) below. 

  

	 	(g)	 Notwithstanding anything in this Section 1.5 to the contrary, if Executive is a Specified Employee of a publicly-traded company and the
payment(s) are due to 



  
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Executive’s Separation from Service (other than due to death), then the Benefit Eligibility Date shall be the first day of the seventh month following Executive’s Separation from
Service (if later than the date otherwise specified as the Benefit Eligibility Date). The payments that otherwise would have been received from the date of Separation from Service to the Specified Employee’s Benefit Eligibility Date shall be
aggregated and shall be paid on the same date as the initial payment (e.g., on the first day of the seventh month) and all remaining payments shall be made as otherwise scheduled. For purposes of Code Section 409A, the payments due hereunder
shall be deemed a single payment. 

  

	1.6	“Board of Directors” shall mean the Board of Directors of the Bank. 

  

	1.7	“Cause” shall mean Executive’s (i) personal dishonesty; (ii) willful misconduct; (iii) incompetence; (iv) breach of fiduciary duty involving personal profit; (v) intentional
failure to perform his stated duties; or (vi) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. 


 

	    	For purposes of this paragraph, no act or failure to act on the part of Executive shall be considered “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief
that Executive’s action or omission was in the best interest of the Bank. 

  

	1.8	“Change in Control” shall mean any of the following events: (i) a change in the ownership of New Bancorp, Inc. (the “Company”) or Bank; (ii) a change in the effective control of the Company
or Bank; or (iii) a change in the ownership of a substantial portion of the assets of the Company or Bank, as described below: 

  

	 	(a)	A change in ownership occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury Regulations section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Bank or the
Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Bank or the Company. 


 

	 	(b)	A change in the effective control of the Company or Bank occurs on the date that either (A) any one person, or more than one person acting as a group (as defined in Treasury Regulations section
1.409A-3(i)(5)(vi)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or Bank possessing 30% or more of the total voting power of
the stock of the Company or Bank, or (B) a majority of the members of the Bank’s or the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of
the members of the Bank’s or the Company’s Board of Directors prior to the date of the appointment or election, provided that this subsection is inapplicable where a majority shareholder of the corporation is another corporation.



  
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	 	(c)	A change in the ownership of a substantial portion of the Bank’s or the Company’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Treasury Regulations
section 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company or Bank that have a total gross fair market value equal to or
more than 40% of the total gross fair market value of all of the assets of the Company. For purposes of this Agreement, “gross fair market value” means the value of the assets of the Company or Bank, or the value of the assets being
disposed of, without regard to any liabilities associated with such assets. 

  

	 	(d)	For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulations section 1.409A-3(i)(5), except to the extent that such regulations are
superseded by subsequent guidance. 

  

	1.9	“Disability” means, with respect to Executive, that, in the good faith determination of the Board of Directors, Executive is (i) unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan
covering employees of the Bank, or (iii) determined to be totally disabled by the Social Security Administration. 

  

	1.10	“Early Retirement Age” means age 56. 

  

	1.11	“Effective Date” of this Plan shall be May 28, 2015. 

  

	1.12	“Executive” means Richard C. Sauerman, who has been selected and approved by the Board of Directors to participate in the Plan. 


 

	1.13	“Good Reason” shall mean: (i) a material diminution in Executive’s base salary; (ii) a material diminution in Executive’s authority, duties, or responsibilities; or (iii) a material
change in the geographic location at which Executive must perform his duties to the Bank; provided, however, that any such occurrence shall not be deemed a “Good Reason” if Executive consents thereto. A termination by Executive shall not
constitute Good Reason unless Executive shall first have delivered to the Bank written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days
after the initial occurrence of such event), and the Bank has failed within 60 days of such notice to correct the circumstance that would otherwise constitute Good Reason. 


 

	1.14	“Involuntary Separation from Service” is a Separation from Service that is not voluntary, other than a Separation from Service for Cause or due to death or Disability, provided, however, that an Involuntary
Separation from Service includes a resignation for Good Reason. 


  
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	1.15	“Normal Retirement Age” means age 61. 

  

	1.16	“Payout Period” means the time frame during which benefits payable under the Plan shall be distributed. The Payout Period shall be fifteen (15) years, commencing on Executive’s Benefit Eligibility
Date specified in Section 1.5 of the Plan. 

  

	1.17	“Separation from Service” (or “Separated from Service”) means Executive’s death, retirement or other termination of employment with the Bank within the meaning of Code Section 409A. No
Separation from Service shall be deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of the leave does not exceed six months or, if longer, so long as Executive’s right to reemployment is provided
by law or contract. If the leave exceeds six months and Executive’s right to reemployment is not provided by law or by contract, then Executive shall have a Separation from Service on the first date immediately following such six-month period.


  

	    	Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no further services would be performed after a
certain date or that the level of bona fide services Executive would perform after that date (whether as an employee or as an independent contractor) would permanently decrease to less than 50% of the average level of bona fide
services performed over the immediately preceding 36 months (or the lesser period of time in which Executive performed services for the Bank). The determination of whether Executive has had a Separation from Service shall be made by applying the
presumptions set forth in the Treasury Regulations under Code Section 409A. 

  

	1.18	“Specified Employee” means an individual who also satisfies the definition of “key employee” as that term is defined in Code Section 416(i) (without regard to paragraph (5) thereof). In the
event Executive is a Specified Employee, no distribution shall be made to such Executive upon Separation from Service (other than due to death or Disability) prior to the date which is six (6) months following Separation from Service.


  

	1.19	“Survivor’s Benefit” means the benefit payable to Executive’s Beneficiary following his death in accordance with Section 2.4 of the Plan. 


ARTICLE II 
 BENEFITS

  

	2.1	Benefit on Separation from Service on or after Normal Retirement Age. 

  

	    	If Executive has a Separation from Service after reaching his Normal Retirement Age, Executive shall be entitled to an annual benefit equal to $10,000. The Benefit under this Section 2.1 shall commence on
Executive’s Benefit Eligibility Date specified in Section 1.5(a) of the Plan and shall be payable in installments over the Payout Period specified in Section 1.16 of the Plan. 


  
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	2.2	Benefit on Separation from Service on or after Early Retirement Age and Before Normal Retirement Age. 

  

	    	If Executive has a Separation from Service after reaching his Early Retirement Age and before reaching his Normal Retirement Age, Executive shall be entitled to an annual benefit equal to the following:


  

	 	(i)	if Executive has attained age 56, but not age 57, 20% of the monthly benefit payable at Normal Retirement Age under Section 2.1 of the Plan; 


	 	(ii)	if Executive has attained age 57, but not age 58, 40% of the monthly benefit payable at Normal Retirement Age under Section 2.1 of the Plan; and 


	 	(iii)	if Executive has attained age 58, but not age 59, 60% of the monthly benefit payable at Normal Retirement Age under Section 2.1 of the Plan. 


	 	(iv)	if Executive has attained age 59, but not age 61, 80% of the monthly benefit payable at Normal Retirement Age under Section 2.1 of the Plan 


 

	    	The benefit shall be payable commencing on the Benefit Eligibility Date specified in Section 1.5(b) of the Plan and payable in monthly installments over the Payout Period specified in Section 1.16 of the Plan.


  

	2.3	Involuntary Separation from Service Before Early Retirement Age. 

  

	    	If Executive has an Involuntary Separation from Service (including a resignation for Good Reason) prior to the attainment of his Early Retirement Age (other than due to Cause, death or Disability), Executive shall be
entitled to the Accrued Benefit (annuitized for a period of fifteen (15) years using the discount rate utilized for accounting purposes as of the date of the Separation from Service) payable commencing on the Benefit Eligibility Date specified
in Section 1.5(c) of the Plan and payable in annual installments over the Payout Period specified in Section 1.16 of the Plan. 

  

	2.4	Survivor’s Benefit. 

  

	 	(a)	If the Participant dies while in the active service of the Bank and prior to attaining his Normal Retirement Age, Executive’s Beneficiary shall be entitled to the Accrued Benefit (payable in equal annual
installments by dividing the Accrued Benefit at the date of death by 15). The Bank shall pay Executive’s Beneficiary the Accrued Benefit on the Benefit Eligibility Date specified in Section 1.5(d) of the Plan in monthly installments for a
period of fifteen (15) years. 

  

	 	(b)	 If Executive dies following a Separation from Service after reaching his Normal Retirement Age but prior to the commencement of benefit payments to
Executive, Executive’s Beneficiary shall be entitled to the benefit payments that would have been made to Executive at the same time and in the same amounts they would 



  
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have been paid to Executive had Executive survived for a period of fifteen (15) years (15 annual installments). If Executive dies following a Separation of Service or suffering a Disability
and after the commencement of benefit payments, Executive’s Beneficiary shall be entitled to the remaining benefit payments at the same time and in the same amounts they would have been paid to Executive had Executive survived for fifteen
(15) years following his Separation from Service and received 15 annual installments. For the avoidance of doubt, if Executive had received 15 annual installments at the time of his death, his Beneficiary will not be entitled to any benefit
payments following the death of Executive. If Executive had received 7 annual installments at the time of his death, his Beneficiary would be entitled to 3 annual installments following the death of Executive. 


 

	2.5	Benefit on Disability. If Executive suffers a Disability prior to his Normal Retirement Age, Executive shall be entitled to receive the Accrued Benefit (annuitized for a period of fifteen (15) years using
the discount rate utilized for accounting purposes as of the date of Disability), commencing on the Benefit Eligibility Date set forth in Section 1.5(e) of the Plan. Executive’s Benefit shall be paid in annual installments over the Payout
Period specified in Section 1.16 of the Plan. 

  

	2.6	Termination for Cause and Voluntary Termination. Notwithstanding any other provision of this Plan to the contrary, if Executive is terminated for Cause or voluntarily Separates from Service prior to the
attainment of his Early Retirement Age, other than for Good Reason, all benefits under this Plan shall be forfeited by Executive and Executive’s participation in this Plan shall become null and void. 


 

	2.7	Benefit Payable on Separation from Service within Two Years Following a Change in Control. In the event a Change in Control occurs followed by Executive’s Involuntary Separation from Service or resignation
for Good Reason within two (2) years and prior to his separation from service, Executive shall be entitled to his present value of the benefit that would otherwise be due under Section 2.1 or Section 2.2 of the Plan payable commencing
on the Benefit Eligibility Date specified in Section 1.5(f), in a lump sum. 

 ARTICLE III 

BENEFICIARY DESIGNATION 

Executive shall make an initial designation of primary and secondary Beneficiaries upon initial participation in the Plan by completion of a
Beneficiary form substantially in the form attached as Exhibit A, and shall have the right to change the designation, at any subsequent time. Any Beneficiary designation shall become effective only when receipt thereof is acknowledged in writing by
the Administrator. 

  
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 ARTICLE IV 

EXECUTIVE’S RIGHT TO ASSETS, 

ALIENABILITY AND ASSIGNMENT PROHIBITION 

At no time shall Executive be deemed to have any lien, right, title or interest in or to any specific investment or asset of the Bank. The
rights of Executive, any Beneficiary, or any other person claiming through Executive under this Plan, shall be solely those of an unsecured general creditor of the Bank. Executive, the Beneficiary, or any other person claiming through Executive,
shall only have the right to receive from the Bank those payments so specified under this Plan. Neither Executive nor any Beneficiary under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute,
modify or otherwise encumber in advance any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by Executive or his Beneficiary, nor be
transferable by operation of law in the event of bankruptcy, insolvency or otherwise. 
 ARTICLE V 

ERISA PROVISIONS 
  

	5.1	Named Fiduciary and Administrator. The Bank shall be the Named Fiduciary and Administrator of this Plan. As Administrator, the Bank shall be responsible for the management, control and administration of the Plan
as established herein. The Administrator may delegate to others certain aspects of the management and operational responsibilities of the Plan, including the employment of advisors and the delegation of ministerial duties to qualified individuals.


  

	5.2	Claims Procedure and Arbitration. In the event that benefits under this Plan is not paid to Executive (or to his Beneficiary in the case of Executive’s death) and the claimant(s) feel he or they are entitled
to receive the benefits, then a written claim must be made to the Administrator within sixty (60) days from the date payments are refused. The Administrator shall review the written claim and, if the claim is denied, in whole or in part, it
shall provide in writing, within thirty (30) days of receipt of such claim, its specific reasons for such denial, reference to the provisions of this Plan upon which the denial is based, and any additional material or information necessary for
such claimants to perfect the claim. The written notice by the Administrator shall further indicate the additional steps which must be undertaken by claimants if an additional review of the claim denial is desired. 


 

	    	If claimants desire a second review, they shall notify the Administrator in writing within thirty (30) days of the first claim denial. Claimants may review this Plan or any documents relating thereto and submit any
issues and comments, in writing, they may feel appropriate. In its sole discretion, the Administrator shall then review the second claim and provide a written decision within thirty (30) days of receipt of such claim. This decision shall state
the specific reasons for the decision and shall include reference to specific provisions of this Plan upon which the decision is based. 


  
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	    	No claimant shall institute any action or proceeding in any state or federal court of law or equity or before any administrative tribunal or arbitrator for a claim for benefits under the Plan until the claimant has
first exhausted the provisions set forth in this Section 5.2. 

 ARTICLE VI 

MISCELLANEOUS 
  

	6.1	No Effect on Employment Rights. Nothing contained herein will confer upon Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with
Executive without regard to the existence of the Plan. 

  

	6.2	State Law. The Plan is established under, and will be construed according to, the laws of the State of Michigan, to the extent such laws are not preempted by ERISA and valid regulations published thereunder or
any other federal law. 

  

	6.3	Severability and Interpretation of Provisions. The Bank shall have full power and authority to interpret, construe and administer this Plan and the Bank’s interpretation and construction thereof and actions
thereunder shall be binding and conclusive on all persons for all purposes. No employee or representative of the Bank shall be liable to any person for any actions taken or omitted in connection with the interpretation and administration of this
Plan unless attributable to his own willful misconduct or lack of good faith. In the event that any of the provisions of this Plan or portion hereof are held to be inoperative or invalid by any court of competent jurisdiction, or in the event that
any provision is found to violate Code Section 409A and would subject Executive to additional taxes and interest on the amounts deferred hereunder, or in the event that any legislation adopted by any governmental body having jurisdiction over
the Bank would be retroactively applied to invalidate this Plan or any provision hereof or cause the benefits under this Plan to be taxable, then: (1) insofar as is reasonable, effect will be given to the intent manifested in the provisions
held invalid or inoperative, and (2) the validity and enforceability of the remaining provisions will not be affected thereby. In the event that the intent of any provision shall need to be construed in a manner to avoid taxability, this
construction shall be made by the Administrator in a manner that would manifest to the maximum extent possible the original meaning of such provisions. 

  

	6.4	Incapacity of Recipient. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his property, the Bank may pay such benefit to the guardian,
legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Bank may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit.
The distribution shall completely discharge the Bank for all liability with respect to the benefit. 

  

	6.5	 Unclaimed Benefit. Executive shall keep the Bank informed of his or her current address and the current address of his Beneficiaries. If the
location of Executive is not made known to the Bank, the Bank shall delay payment of Executive’s benefit payment(s) until the location of Executive is made known to the Bank; however, the Bank shall only be




  
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obligated to hold the benefit payment(s) for Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Bank may discharge its obligation by
payment to Executive’s Beneficiary. If the location of Executive’s Beneficiary is not known to the Bank, Executive and his Beneficiary(ies) shall thereupon forfeit any rights to the balance, if any, of any benefits provided for such
Executive and/or Beneficiary under this Plan. 

  

	6.6	Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, no individual acting as an employee or agent of the Bank, or as a member of the Board of Directors shall be personally liable
to Executive or any other person for any claim, loss, liability or expense incurred in connection with the Plan. 

  

	6.7	Gender. Whenever in this Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply. 


 

	6.8	Effect on Other Corporate Benefit Plans. Nothing contained in this Plan shall affect the right of Executive to participate in or be covered by any qualified or nonqualified pension, profit sharing, group, bonus
or other supplemental compensation or fringe benefit agreement constituting a part of the Bank’s existing or future compensation structure. 

  

	6.9	Inurement. This Plan shall be binding upon and shall inure to the benefit of the Bank, its successors and assigns, and Executive, his successors, heirs, executors, administrators, and Beneficiaries.


  

	6.10	Acceleration of Payments. Except as specifically permitted under this Section 6.10 or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made under this Plan.
Notwithstanding the foregoing, payments may be accelerated hereunder by the Bank, in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department.
Accordingly, payments may be accelerated, in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in
compliance with ethics agreements with the Federal Government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cash-outs (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) in
the case of certain distributions to avoid a non-allocation year under Code Section 409(p); (vi) to apply certain offsets in satisfaction of a debt of Executive to the Bank; (vii) in satisfaction of certain bona fide disputes
between Executive and the Bank; or (viii) for any other purpose set forth in the Treasury Regulations and subsequent guidance. 

  

	6.11	Headings. Headings and sub-headings in this Plan are inserted for reference and convenience only and shall not be deemed a part of this Plan. 


  
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	6.12	12 U.S.C. §1828(k). Any payments made to Executive pursuant to this Plan or otherwise are subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) or any regulations promulgated thereunder.


  

	6.13	Payment of Employment and Code Section 409A Taxes. Any distribution under this Plan shall be reduced by the amount of any taxes required to be withheld from the distribution. This Plan shall permit the
acceleration of the time or schedule of a payment to pay employment-related taxes as permitted under Treasury Regulation Section 1.409A-3(j) or to pay any taxes that may become due at any time that the arrangement fails to meet the requirements
of Code Section 409A and the regulations and other guidance promulgated thereunder. In the latter case, such payments shall not exceed the amount required to be included in income as the result of the failure to comply with the requirements of
Code Section 409A. 

  

	6.14	Successors to the Bank. The Bank, as applicable, will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets
of the Bank to assume expressly and agree to perform the duties and obligations under this Plan in the same manner and to the same extent as the Bank would be required to perform it if no such succession had taken place. 


 

	6.15	Legal Fees. In the event Executive retains legal counsel to enforce any of the terms of the Plan, the Bank will pay his legal fees and related expenses reasonably incurred by him, but only if Executive prevails
in an action seeking legal and/or equitable relief against the Bank. 

 ARTICLE VII 

AMENDMENT/TERMINATION 
  

	7.1	This Plan may be amended or modified at any time, in whole or part, with the mutual written consent of Executive and the Bank. Notwithstanding anything to the contrary herein, the Plan may be amended without
Executive’s consent to the extent necessary to comply with existing tax laws or changes to existing tax laws or to amend or terminate the Plan in accordance with Section 7.2 below. 


 

	7.2	Termination of Plan. 

  

	 	(a)	Partial Termination. The Board of Directors, at its discretion, may partially terminate the Plan by freezing future accruals if, in its sole judgment, the tax, accounting, or other effects of the continuance of
the Plan, or potential payments thereunder, would not be in the best interests of the Bank. 

  

	 	(b)	Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and the Bank shall pay out to Executive his benefits
as if Executive had terminated employment as of the effective date of the complete termination. A complete termination of the Plan shall occur only under the following circumstances and conditions: 


  
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	 	(i)	The Board of Directors may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that
the benefit is included in Executive’s (or his Beneficiary’s) gross income (and paid to Executive or his Beneficiary) in the latest of (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount
is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. 

  

	 	(ii)	The Board of Directors may terminate the Plan by Board of Directors action taken within the 30 days preceding or 12 months following a Change in Control, provided that the Plan shall only be treated as terminated if all
substantially similar arrangements sponsored by the Bank are terminated so that Executive and all participants under substantially similar arrangements are required to receive all amounts payable under the terminated arrangements within 12 months of
the date of the termination of the arrangements. 

  

	 	(iii)	The Board of Directors may terminate the Plan at any time provided that (i) the termination does not occur proximate to a downturn in the financial health of the Bank, (ii) all arrangements sponsored by the
Bank that would be aggregated with this Plan under Treasury Regulations Section 1.409A-1(c) if Executive was also covered by any of those other arrangements are also terminated; (iii) no payments other than payments that would be payable
under the terms of the arrangements if the termination had not occurred are made within 12 months of the termination of the arrangement (e.g., Executive’s benefit); (iv) all payments are made within 24 months of the termination of the
arrangements; and (v) the Bank does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury Regulations Section 1.409A-1(c) if Executive participated in both arrangements, at any time within
three years following the date of termination of the arrangement. 

 ARTICLE VIII 

EXECUTION 
  

	8.1	This Plan sets forth the entire understanding of the Bank and Executive with respect to the transactions contemplated hereby, and any previous agreements or understandings between them regarding the subject matter
hereof are merged into and superseded by this Plan. 


  
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	8.2	This Plan shall be executed in duplicate, each copy of which, when so executed and delivered, shall be an original, but both copies shall together constitute one and the same instrument. 


[signature page follows] 

  
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 IN WITNESS WHEREOF, the Bank has caused this Plan to be executed, effective as of the day and
date first above written. 
  

									
	ATTEST:				NEW BUFFALO SAVINGS BANK
				
	/s/ Richard C. Sauerman				By:		/s/ David Blum
	RICHARD C. SAUERMAN						
					
							Title:		Secretary
				
	5/28/15						
	Date				Date:		5/28/15
				
							


  
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