Bryan Mills Employment Agreement


    

      Exhibit
        10.2

      


       

      EMPLOYMENT
        AGREEMENT

       

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

       

      W
        I T N E
        S S E T H

       

      WHEREAS,
        Employee is employed by Employer as a Senior Vice President 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 a Senior Vice President, 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 one of Employer’s Senior Vice Presidents, 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 a Senior Vice
        President 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 $110,000.00 (“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 a Senior Vice
        President 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:

       


      
        
          
          

        

        
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                (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.

              


      

       

      
        	 	
                (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 a Senior Vice President 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 a Senior Vice President, 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
                  

              


      

       


      
        
          
          

        

        
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      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
                  

              


      

       


      
        
          
          

        

        
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      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.

       

      
        	 	
                (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.

       


      
        
          
          

        

        
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      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.

       

      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.

       


      
        
          
          

        

        
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      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:

       

      
        	 	
                If
                  to Employee

              	 	
                Bryan
                  Mills

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                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.

       


      
        
          
          

        

        
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      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.

       


      
        
          
          

        

        
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      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/
                Bryan Mills
	 	
                Bryan
                  Mills

              
	 	 	 
	 	 	 
	 	 	
                “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

              


      

      
11