Jonathan D. Slaughter Employment Agreement


    Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

     

    This
      Agreement, made and dated as of January 11, 2006, by and between Lincoln Bank,
      a
      federal savings bank (“Employer”), and Jonathan D. Slaughter, a resident of
      Monroe County, Indiana (“Employee”).

     

    W
      I T N E
      S S E T H

     

    WHEREAS,
      Employee is employed by Employer as the Senior Vice President, Credit
      Administration, and has made valuable contributions to the profitability and
      financial strength of Employer;

     

    WHEREAS,
      Employer desires to encourage Employee to continue to make valuable
      contributions to Employer’s business operations and not to seek or accept
      employment elsewhere;

     

    WHEREAS,
      Employee desires to be assured of a secure minimum compensation from Employer
      for his services over a defined term;

     

    WHEREAS,
      Employer desires to assure the continued services of Employee on behalf of
      Employer on an objective and impartial basis and without distraction or conflict
      of interest in the event of an attempt by any person to obtain control of
      Employer or Lincoln Bancorp (the “Holding Company”), the Indiana corporation
      which owns all of the issued and outstanding capital stock of
      Employer;

     

    WHEREAS,
      Employer recognizes that when faced with a proposal for a change of control
      of
      Employer or the Holding Company, Employee will have a significant role in
      helping the Boards of Directors assess the options and advising the Boards
      of
      Directors on what is in the best interests of Employer, the Holding Company,
      and
      its shareholders, and it is necessary for Employee to be able to provide this
      advice and counsel without being influenced by the uncertainties of his own
      situation;

     

    WHEREAS,
      Employer desires to provide fair and reasonable benefits to Employee on the
      terms and subject to the conditions set forth in this Agreement;

     

    WHEREAS,
      Employer desires reasonable protection of its confidential business and customer
      information which it has developed over the years at substantial expense and
      assurance that Employee will not compete with Employer for a reasonable period
      of time after termination of his employment with Employer, except as otherwise
      provided herein.

     

    NOW,
      THEREFORE, in consideration of these premises, the mutual covenants and
      undertakings herein contained and the continued employment of Employee by
      Employer as its Senior Vice President, Credit Administration, Employer and
      Employee, each intending to be legally bound, covenant and agree as
      follows:

     

    1. Upon
      the
      terms and subject to the conditions set forth in this Agreement, Employer
      employs Employee as Employer’s Senior Vice President, Credit Administration, and
      Employee accepts such employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Employee
      agrees to serve as one of Employer’s Senior Vice Presidents and to perform such
      duties in that office as may reasonably be assigned to him by Employer’s Board
      of Directors; provided, however, that such duties shall be performed in or
      from
      the offices of Employer currently located at 905 Southfield Drive, Plainfield,
      Indiana, and shall be of the same character as those previously performed by
      Employee and generally associated with the office held by Employee. Employee
      shall not be required to be absent from the location of the principal executive
      offices of Employer on travel status or otherwise more than 45 days in any
      calendar year. Employer shall not, without the written consent of Employee,
      relocate or transfer Employee to a location more than 30 miles from Employer’s
      primary office. Employee shall render services to Employer as Senior Vice
      President, Credit Administration in substantially the same manner and to
      substantially the same extent as Employee rendered his services to Employer
      before the date hereof. While employed by Employer, Employee shall devote
      substantially all his business time and efforts to Employer’s business during
      regular business hours and shall not engage in any other related
      business.

     

    3. The
      term
      of this Agreement shall begin on the date set forth above (the “Effective Date”)
      and shall end on the date which is two years following such date; provided,
      however, that such term shall be extended automatically for an additional year
      on each anniversary of the Effective Date if Employer’s Board of Directors
      determines by resolution with respect to each such annual extension that the
      performance of the Employee has met the Board’s requirements and standards and
      that this Agreement should be extended for another year. Notwithstanding the
      foregoing, if either party hereto gives written notice to the other party not
      to
      so extend within ninety (90) days prior to such anniversary, or if the
      Employer’s Board of Directors does not adopt the resolution authorizing annual
      extension of the contract with respect to any annual period during the term
      of
      this Agreement, no further automatic extension shall occur and the term of
      this
      Agreement shall end one year subsequent to the anniversary as of which the
      notice not to extend or failure to extend for an additional year occurs (such
      term, including any extension thereof shall herein be referred to as the
“Term”). Notwithstanding the foregoing, the Term may end earlier upon the
      occurrence of any event described in Section 7.

     

    4. Employee
      shall receive an annual salary of $132,313.00 (“Base Compensation”) payable at
      regular intervals in accordance with Employer’s normal payroll practices now or
      hereafter in effect. Employer may consider and declare from time to time
      increases in the salary it pays Employee and thereby increases in his Base
      Compensation. Prior to a Change of Control, Employer may also declare decreases
      in the salary it pays Employee if the operating results of Employer are
      significantly less favorable than those for the fiscal year ending December
      31,
      2005, and Employer makes similar decreases in the salary it pays to other
      executive officers of Employer. After a Change in Control, Employer shall
      consider and declare salary increases based upon the following
      standards:

     

    Inflation;

     

    Adjustments
      to the salaries of other senior management personnel; and

     

    Past
      performance of Employee and the contribution which Employee makes to the
      business and profits of Employer during the Term.

     

    
      
        
        

      

      
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        Any
      and all
      increases or decreases in Employee’s salary pursuant to this section shall cause
      the level of Base Compensation to be increased or decreased by the amount of
      each such increase or decrease for purposes of this Agreement. The increased
      or
      decreased level of Base Compensation as provided in this section shall become
      the level of Base Compensation for the remainder of the Term of this Agreement
      until there is a further increase or decrease in Base Compensation as provided
      herein.

     

    5. So
      long
      as Employee is employed by Employer pursuant to this Agreement, he shall be
      included as a participant in all present and future employee benefit,
      retirement, and compensation plans generally available to employees of Employer,
      consistent with his Base Compensation and his position as Senior Vice President,
      Credit Administration, of Employer, including, without limitation, Employer’s or
      the Holding Company’s 401(k) plan, Stock Option Plan, Recognition and Retention
      Plan and Trust, Employee Stock Ownership Plan, and hospitalization, disability
      and group life insurance plans, each of which Employer agrees to continue in
      effect on terms no less favorable than those currently in effect as of the
      date
      hereof (as permitted by law) during the Term of this Agreement unless prior
      to a
      Change of Control the operating results of Employer are significantly less
      favorable than those for the fiscal year ending December 31, 2005, and unless
      (either before or after a Change of Control) changes in the accounting, legal,
      or tax treatment of such plans would adversely affect Employer’s operating
      results or financial condition in a material way, and the Board of Directors
      of
      Employer or the Holding Company concludes that modifications to such plans
      need
      to be made to avoid such adverse effects.

     

    6. So
      long
      as Employee is employed by Employer pursuant to this Agreement, Employee shall
      receive reimbursement from Employer for all reasonable business expenses
      incurred in the course of his employment by Employer, upon submission to
      Employer of written vouchers and statements for reimbursement. So long as
      Employee is employed by Employer pursuant to the terms of this Agreement,
      Employer shall continue in effect vacation policies applicable to Employee
      no
      less favorable from his point of view than those written vacation policies
      in
      effect on the date hereof. So long as Employee is employed by Employer pursuant
      to this Agreement, Employee shall be entitled to office space and working
      conditions no less favorable than were in effect for him on the date
      hereof.

     

    7. Subject
      to the respective continuing obligations of the parties, including but not
      limited to those set forth in subsections 9(A), 9(B), 9(C) and 9(D) hereof,
      Employee’s employment by Employer may be terminated prior to the expiration of
      the Term of this Agreement as follows:

     

     

    
      	 	
              (A)

            	
              Employer,
                by action of its Board of Directors and upon written notice to Employee,
                may terminate Employee’s employment with Employer immediately for cause.
                For purposes of this subsection 7(A), “cause” shall be defined as (i)
                personal dishonesty, (ii) incompetence, (iii) willful misconduct,
                (iv)
                breach of fiduciary duty involving personal profit, (v) intentional
                failure to perform stated duties, (vi) willful violation of any law,
                rule,
                or regulation (other than traffic violations or similar offenses)
                or final
                cease-and-desist order, or (vii) any material breach of any provision
                of
                this Agreement.

            


    

     

    
      	 	
              (B)

            	
              Employer,
                by action of its Board of Directors may terminate Employee’s employment
                with Employer without cause at any time; provided, however, that
                the “date
                of termination” for purposes of determining benefits payable to Employee
                under subsection 8(B) hereof shall be the date which is 60 days after
                Employee receives written notice of such
                termination.

            


    

     

     

    
      
        
        

      

      
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              (C)

            	
              Employee,
                by written notice to Employer, may terminate his employment with
                Employer
                immediately for cause. For purposes of this subsection 7(C), “cause” shall
                be defined as (i) any action by Employer’s Board of Directors to remove
                the Employee as Senior Vice President, Credit Administration, of
                Employer,
                except for promotions, if any, and except where the Employer’s Board of
                Directors properly acts to remove Employee from such office for “cause” as
                defined in subsection 7(A) hereof, (ii) any action by Employer’s Board of
                Directors to materially limit, increase, or modify Employee’s duties
                and/or authority as Senior Vice President, Credit Administration,
                except
                for changes commensurate with promotions, if any, of Employer, (iii)
                any
                failure of Employer to obtain the assumption of the obligation to
                perform
                this Agreement by any successor or the reaffirmation of such obligation
                by
                Employer, as contemplated in section 20 hereof; or (iv) any material
                breach by Employer of a term, condition or covenant of this
                Agreement.

            


    

     

    
      	 	
              (D)

            	
              Employee,
                upon sixty (60) days written notice to Employer, may terminate his
                employment with Employer without
                cause.

            


    

     

    
      	 	
              (E)

            	
              Employee’s
                employment with Employer shall terminate in the event of Employee’s death
                or disability. For purposes hereof, “disability” shall be defined as
                Employee’s inability by reason of illness or other physical or mental
                incapacity to perform the duties required by his employment for any
                consecutive One Hundred Eighty (180) day period, provided that notice
                of
                any termination by Employer because of Employee’s “disability” shall have
                been given to Employee prior to the full resumption by him of the
                performance of such duties.

            


    

     

    8. In
      the
      event of termination of Employee’s employment with Employer pursuant to section
      7 hereof, compensation shall continue to be paid by Employer to Employee as
      follows:

     

    
      	 	
              (A)

            	
              In
                the event of termination pursuant to subsection 7(A) or 7(D), compensation
                provided for herein (including Base Compensation) shall continue
                to be
                paid, and Employee shall continue to participate in the employee
                benefit,
                retirement, and compensation plans and other perquisites as provided
                in
                sections 5 and 6 hereof, through the date of termination specified
                in the
                notice of termination. Any benefits payable under insurance, health,
                retirement and bonus plans as a result of Employee’s participation in such
                plans through such date shall be paid when due under those plans.
                The date
                of termination specified in any notice of termination pursuant to
                subsection 7(A) shall be no later than the last business day of the
                month
                in which such notice is provided to
                Employee.

            


    

     

    
      	 	
              (B)

            	
              In
                the event of termination pursuant to subsection 7(B) or 7(C), compensation
                provided for herein (including Base Compensation) shall continue
                to be
                paid, and Employee shall continue to participate in the employee
                benefit,
                retirement, and compensation plans and other perquisites as provided
                in
                sections 5 and 6 hereof, through the date of termination specified
                in the
                notice of termination. Any benefits payable under insurance, health,
                retirement and bonus plans as a result of Employee’s participation in such
                plans through such date shall be paid when due under those plans.
                In
                addition, Employee shall be entitled to continue to receive from
                Employer
                his Base Compensation at the rates in effect at the time of termination
                (1) for three additional l2-month periods if the termination follows
                a
                Change of Control or (2) for the remaining Term of the Agreement
                if the
                termination does not follow a Change of Control. In addition, during
                such
                periods, Employer will maintain in full force and effect for the
                continued
                benefit of Employee each employee welfare benefit plan and each employee
                pension benefit plan (as such terms are defined in the Employee Retirement
                Income Security Act of 1974, as amended) in which Employee was entitled
                to
                participate immediately prior to the date of his termination, unless
                an
                essentially equivalent and no less favorable benefit is provided
                by a
                subsequent employer of Employee. If the terms of any employee welfare
                benefit plan or employee pension benefit plan of Employer do not
                permit
                continued participation by Employee, Employer will arrange to provide
                to
                Employee a benefit substantially similar to, and no less favorable
                than,
                the benefit he was entitled to receive under such plan at the end
                of the
                period of coverage. For purposes of this Agreement, a “Change of Control”
                shall mean an acquisition of “control” of the Holding Company or of
                Employer within the meaning of 12 C.F.R. §574.4(a) (other than a change of
                control resulting from a trustee or other fiduciary holding shares
                of
                Common Stock under an employee benefit plan of the Holding Company
                or any
                of its subsidiaries). Notwithstanding anything to the contrary in
                the
                foregoing, any benefits payable under this subsection 8(B) shall
                be
                subject to the limitations on severance benefits set forth in Section
                310
                of the OTS Thrift Activities Bulletin, as in effect on the Effective
                Date.

            


    

     

     

    
      
         

      

      
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              (C)

            	
              In
                the event of termination pursuant to subsection 7(E), compensation
                provided for herein (including Base Compensation) shall continue
                to be
                paid, and Employee shall continue to participate in the employee
                benefit,
                retirement, and compensation plans and other perquisites as provided
                in
                sections 5 and 6 hereof, (i) in the event of Employee’s death, through the
                date of death, or (ii) in the event of Employee’s disability, through the
                date of proper notice of disability as required by subsection 7(E).
                Any
                benefits payable under insurance, health, retirement and bonus plans
                as a
                result of Employer’s participation in such plans through such date shall
                be paid when due under those plans.

            


    

     

    
      	 	
              (D)

            	
              Employer
                will permit Employee or his personal representative(s) or heirs,
                during a
                period of three months following Employee’s termination of employment by
                Employer for the reasons set forth in subsections 7(B) or (C), if
                such
                termination follows a Change of Control, to require Employer, upon
                written
                request, to purchase all outstanding stock options previously granted
                to
                Employee under any Holding Company stock option plan then in effect
                whether or not such options are then exercisable at a cash purchase
                price
                equal to the amount by which the aggregate “fair market value” of the
                shares subject to such options exceeds the aggregate option price
                for such
                shares. For purposes of this Agreement, the term “fair market value” shall
                mean the higher of (1) the average of the highest asked prices for
                Holding
                Company shares in the over-the-counter market as reported on the
                NASDAQ
                system if the shares are traded on such system for the 30 business
                days
                preceding such termination, or (2) the average per share price actually
                paid for the most highly priced 1% of the Holding Company shares
                acquired
                in connection with the Change of Control of the Holding Company by
                any
                person or group acquiring such
                control.

            


    

     

    9. In
      order
      to induce Employer to enter into this Agreement, Employee hereby agrees as
      follows:

     

    
      	 	
              (A)

            	
              While
                Employee is employed by Employer and for a period of three years
                after
                termination of such employment, Employee shall not divulge or furnish
                any
                trade secrets (as defined in IND. CODE § 24-2-3-2) of Employer or any
                confidential information acquired by him while employed by Employer
                concerning the policies, plans, procedures or customers of Employer
                to any
                person, firm or corporation, other than Employer or upon its written
                request, or use any such trade secret or confidential information
                directly
                or indirectly for Employee’s own benefit or for the benefit of any person,
                firm or corporation other than Employer, since such trade secrets
                and
                confidential information are confidential and shall at all times
                remain
                the property of Employer.

            


    

     

    
      	 	
              (B)

            	
              For
                a period of two years after termination of Employee’s employment by
                Employer for reasons other than those set forth in subsections 7(B)
                or (C)
                of this Agreement, Employee shall not directly or indirectly provide
                banking or bank-related services to or solicit the banking or bank-related
                business of any customer of Employer at the time of such provision
                of
                services or solicitation which Employee served either alone or with
                others
                while employed by Employer in any city, town, borough, township,
                village
                or other place in which Employee performed services for Employer
                while
                employed by it, or assist any actual or potential competitor of Employer
                to provide banking or bank-related services to or solicit any such
                customer’s banking or bank-related business in any such
                place.

            


    

     

    
      
        
        

      

      
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              (C)

            	
              While
                Employee is employed by Employer and for a period of one year after
                termination of Employee’s employment by Employer for reasons other than
                those set forth in subsections 7(B) or (C) of this Agreement, Employee
                shall not, directly or indirectly, as principal, agent, or trustee,
                or
                through the agency of any corporation, partnership, trade association,
                agent or agency, engage in any banking or bank-related business which
                competes with the business of Employer as conducted during Employee’s
                employment by Employer within a radius of twenty-five (25) miles
                of
                Employer’s main office or within a twenty-five (25) mile radius of
                Employer’s Greenwood office.

            


    

     

    
      	 	
              (D)

            	
              If
                Employee’s employment by Employer is terminated hereunder for any reason,
                Employee will turn over immediately thereafter to Employer all business
                correspondence, letters, papers, reports, customers’ lists, financial
                statements, credit reports or other confidential information or documents
                of Employer or its affiliates in the possession or control of Employee,
                all of which writings are and will continue to be the sole and exclusive
                property of Employer or its
                affiliates.

            


    

     

    If
      Employee’s employment by Employer is terminated during the Term of this
      Agreement for reasons set forth in subsections 7(B) or (C) of this Agreement,
      Employee shall have no obligations to Employer with respect to the
      noncompetition provisions under this section 9.

     

    10. Any
      termination of Employee’s employment with Employer as contemplated by section 7
      hereof, except in the circumstances of Employee’s death, shall be communicated
      by written “Notice of Termination” by the terminating party to the other party
      hereto. Any “Notice of Termination” pursuant to subsections 7(A), 7(C) or 7(E)
      shall indicate the specific provisions of this Agreement relied upon and shall
      set forth in reasonable detail the facts and circumstances claimed to provide
      a
      basis for such termination.

     

    11. If
      Employee is suspended and/or temporarily prohibited from participating in the
      conduct of Employer’s affairs by a notice served under section 8(e)(3) or (g)(1)
      of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e)(3) or (g)(1)),
      Employer’s obligations under this Agreement shall be suspended as of the date of
      service, unless stayed by appropriate proceedings. If the charges in the notice
      are dismissed, Employer shall (i) pay Employee all or part of the compensation
      withheld while its obligations under this Agreement were suspended and (ii)
      reinstate (in whole or in part) any of its obligations which were
      suspended.

     

    12. If
      Employee is removed and/or permanently prohibited from participating in the
      conduct of Employer’s affairs by an order issued under section 8(e)(4) or (g)(1)
      of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e)(4) or (g)(1)),
      all obligations of Employer under this Agreement shall terminate as of the
      effective date of the order, but vested rights of the parties to the Agreement
      shall not be affected.

     

    
      
        
        

      

      
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    13. If
      Employer is in default (as defined in section 3(x)(1) of the Federal Deposit
      Insurance Act), all obligations under this Agreement shall terminate as of
      the
      date of default, but this provision shall not affect any vested rights of
      Employer or Employee.

     

    14. All
      obligations under this Agreement shall be terminated except to the extent
      determined that the continuation of the Agreement is necessary for the continued
      operation of Employer: (i) by the Director of the Office of Thrift Supervision
      or his or her designee (the “Director”), at the time the Federal Deposit
      Insurance Corporation enters into an agreement to provide assistance to or
      on
      behalf of Employer under the authority contained in Section 13(c) of the Federal
      Deposit Insurance Act; or (ii) by the Director at the time the Director approves
      a supervisory merger to resolve problems related to operation of Employer or
      when Employer is determined by the Director to be in an unsafe and unsound
      condition. Any rights of the parties that have already vested, however, shall
      not be affected by such action.

     

    15. Anything
      in this Agreement to the contrary notwithstanding, in the event that the
      Employer’s independent public accountants determine that any payment by the
      Employer to or for the benefit of the Employee, whether paid or payable pursuant
      to the terms of this Agreement, would be non-deductible by the Employer for
      federal income tax purposes because of Section 280G of the Internal Revenue
      Code
      of 1986, as amended (the “Code”), then the amount payable to or for the benefit
      of the Employee pursuant to this Agreement shall be reduced (but not below
      zero)
      to the Reduced Amount. For purposes of this section 15, the “Reduced Amount”
shall be the amount which maximizes the amount payable without causing the
      payment to be non-deductible by the Employer because of Section 280G of the
      Code. Any payments made to Employee pursuant to this Agreement or otherwise,
      are
      subject to and conditional upon their compliance with 12 U.S.C. §1828(k) and
      FDIC regulation 12 C.F.R. Part 359 (Golden Parachute and Indemnification
      Payments) and any other regulations promulgated thereunder, to the extent
      applicable to such parties.

     

    16. If
      a
      dispute arises regarding the termination of Employee pursuant to section 7
      hereof or as to the interpretation or enforcement of this Agreement and Employee
      obtains a final judgment in his favor in a court of competent jurisdiction
      or
      his claim is settled by Employer prior to the rendering of a judgment by such
      a
      court, all reasonable legal fees and expenses incurred by Employee in contesting
      or disputing any such termination or seeking to obtain or enforce any right
      or
      benefit provided for in this Agreement or otherwise pursuing his claim shall
      be
      paid by Employer, to the extent permitted by law.

     

    17. Should
      Employee die after termination of his employment with Employer while any amounts
      are payable to him hereunder, this Agreement shall inure to the benefit of
      and
      be enforceable by Employee’s executors, administrators, heirs, distributees,
      devisees and legatees and all amounts payable hereunder shall be paid in
      accordance with the terms of this Agreement to Employee’s devisee, legatee or
      other designee or, if there is no such designee, to his estate.

     

    18. For
      purposes of this Agreement, notices and all other communications provided for
      herein shall be in writing and shall be deemed to have been given when delivered
      or mailed by United States registered or certified mail, return receipt
      requested, postage prepaid, addressed as follows:

     

    
      
        
        

      

      
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              If
                to Employee:

            	 	
              Jonathan
                D. Slaughter

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              If
                to Employer:

            	 	
              Lincoln
                Bank

            	 
	 	 	 	
              905
                Southfield Drive

            	 
	 	 	 	
              P.O.
                Box 510

            	 
	 	 	 	
              Plainfield,
                Indiana 46168-0510

            	 


    

    


    


    or
      to
      such address as either party hereto may have furnished to the other party in
      writing in accordance herewith, except that notices of change of address shall
      be effective only upon receipt.

     

    19. The
      validity, interpretation, and performance of this Agreement shall be governed
      by
      the laws of the State of Indiana, except as otherwise required by mandatory
      operation of federal law.

     

    20. Employer
      shall require any successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business or
      assets of Employer, by agreement in form and substance satisfactory to Employee
      to expressly assume and agree to perform this Agreement in the same manner
      and
      same extent that Employer would be required to perform it if no such succession
      had taken place. Failure of Employer to obtain such agreement prior to the
      effectiveness of any such succession shall be a material intentional breach
      of
      this Agreement and shall entitle Employee to terminate his employment with
      Employer pursuant to subsection 7(C) hereof. As used in this Agreement,
“Employer” shall mean Employer as hereinbefore defined and any successor to its
      business or assets as aforesaid.

     

    21. No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by Employee
      and
      Employer. No waiver by either party hereto at any time of any breach by the
      other party hereto of, or compliance with, any condition or provision of this
      Agreement to be performed by such other party shall be deemed a waiver of
      dissimilar provisions or conditions at the same or any prior subsequent time.
      No
      agreements or representations, oral or otherwise, express or implied, with
      respect to the subject matter hereof have been made by either party which are
      not set forth expressly in this Agreement.

     

    22. The
      invalidity or unenforceability of any provisions of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement
      which shall remain in full force and effect.

     

    23. This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      agreement.

     

    24. This
      Agreement is personal in nature and neither party hereto shall, without consent
      of the other, assign or transfer this Agreement or any rights or obligations
      hereunder except as provided in section 17 and section 20 above. Without
      limiting the foregoing, Employee’s right to receive compensation hereunder shall
      not be assignable or transferable, whether by pledge, creation of a security
      interest or otherwise, other than a transfer by his will or by the laws of
      descent or distribution as set forth in section 17 hereof, and in the event
      of
      any attempted assignment or transfer contrary to this paragraph, Employer shall
      have no liability to pay any amounts so attempted to be assigned or
      transferred.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused the Agreement to be executed and
      delivered as of the day and year first above set forth.

     

    


    
      	 	
              LINCOLN
                BANK

            
	 	 	 
	 	
              By:

            	 /s/
              Jerry R. Engle
	 	 	
              Jerry
                R. Engle, President

            
	 	 	 
	 	 	 
	 	 	
              “Employer”

            
	 	 	 
	 	 	 
	 	 	 /s/
              Jonathan D. Slaughter
	 	 	
              Jonathan
                D. Slaughter

            
	 	 	 
	 	 	 
	 	 	
              “Employee”

            


    

    


    


    The
      undersigned, Lincoln Bancorp, sole shareholder of Employer, agrees that if
      it
      shall be determined for any reason that any obligations on the part of Employer
      to continue to make any payments due under this Agreement to Employee is
      unenforceable for any reason, Lincoln Bancorp, agrees to honor the terms of
      this
      Agreement and continue to make any such payments due hereunder to Employee
      pursuant to the terms of this Agreement.

     

    


    
      	 	
              LINCOLN
                BANCORP

            
	 	 	 
	 	 	 
	 	
              By:

            	 /s/
              Jerry R. Engle
	 	 	
              Jerry
                R. Engle, President

            


    

     

     

     

     

    9