Exhibit 10.15


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT is made as of the 31 day of May, 2013
(the “Agreement”), by and between NICOLET NATIONAL BANK (the “Bank”), a National Bank organized under the
laws of the state of Wisconsin and ERIC J. WITCZAK, a resident of the State of Wisconsin (the “Executive”).


 


RECITALS:


 


The Executive has been employed by the Bank
since August 23, 2000 and as Executive Vice President since September 20, 2011;


 


The Bank recognizes the increased level
of responsibility of the Executive and desires to increase the Executive’s base pay commensurate with the additional level
of responsibility and the Executive desires to accept the increased level of responsibility;


 


In consideration of the Executive’s
continued employment by the Bank, increased level of authority and additional monetary consideration and the mutual agreements
hereinafter set forth, the parties hereby agree as follows:


 


1.           Definitions.
Whenever used in this Agreement, the following terms and their variant forms shall have the meaning set forth below:


 


1.1        “Agreement”
shall mean this Agreement and any exhibits incorporated herein together with any amendments hereto made in the manner described
in this Agreement.


 


1.2         “Area”
shall mean the geographic area within a 50 mile radius of the Bank’s corporate office and each branch office, it being the
express intent of the parties that the Area as defined herein is the area where the Executive performs or performed services on
behalf of the Bank under this Agreement as of, or within a reasonable time prior to, the termination of the Executive’s employment
hereunder.


 


1.3        “Bank
Information” means Confidential Information and Trade Secrets.


 


1.4        “Business
of the Bank” shall mean the business conducted by the Bank, which is the business of commercial banking.


 




     


     


    

 


1.5        “Cause”
shall mean:


 


1.5.1        With
respect to termination by the Bank:


 


(a)          a
material breach of the terms of this Agreement by the Executive, including, without limitation, failure by the Executive to perform
his duties and responsibilities in the manner and to the extent required under this Agreement, which remains uncured after the
expiration of thirty (30) days following the delivery of written notice of such breach to the Executive by the Bank. Such notice
shall (i) specifically identify the duties that the Board of Directors of the Bank believes the Executive has failed to perform,
(ii) state the facts upon which such Board of Directors made such determination, and (iii) be approved by a resolution passed by
two-thirds (2/3) of the directors then in office;


 


(b)         conduct
by the Executive that amounts to fraud, dishonesty or willful misconduct in the performance of his duties and responsibilities
hereunder;


 


(c)          arrest
for, charged in relation to (by criminal information, indictment or otherwise), or conviction of the Executive during the Term
of this Agreement of a crime involving breach of trust or moral turpitude;


 


(d)          conduct
by the Executive that amounts to gross and willful insubordination or inattention to his duties and responsibilities hereunder;
or


 


(e)          conduct
by the Executive that results in removal from his position as an officer or executive of the Bank pursuant to a written order by
any regulatory agency with authority or jurisdiction over the Bank.


 


1.5.2        With
respect to termination by the Executive, the following conditions will establish good reason for the Executive to terminate his
employment and receive compensation as set forth in section 4.1 of the Agreement so long as the termination occurs during a period
of time not to exceed two years following the occurrence of any of the conditions without the Executive’s consent, the Executive
provides notice to the Bank of the good reason condition within 90 days after the condition arises and the Bank has 30 days to
cure the condition:


 


(a)          a
material diminution to the scope of the Executive’s authority (including supervisory authority), duties or responsibility;


 


(b)          following
a Change of Control, a material diminution of reporting relationship;


 


(c)          following
a Change of Control, a material change in the geography where the Executive must perform his service (e.g. a location that is beyond
a 50-mile radius from the Executive’s office location immediately prior to the Change of Control);


 




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(d)          following
a Change of Control, any material decrease in base compensation, bonus opportunity or other benefits provided for in Section 4
from the level in effect immediately prior to the Change of Control;


 


(e)          any
other material breach in the Agreement.


 


1.6         “Change
of Control” means any one of the following events:


 


(a)          When
one person or a group acquires stock of the Bank that, combined with stock previously owned, controls more than 50% of the value
or voting power of the stock of the Bank;


 


(b)          On
the date that, during any 12-month period, either [1] any person or group acquires stock possessing 30% of the voting power of
the Bank, or [2] the majority of the board is replaced by persons whose appointment or election is not endorsed by a majority of
the board;


 


(c)          When
a person or group acquires, during any 12-month period, assets of the Bank having a total gross fair market value equal to 40%
or more of the total gross fair market value of all of the Bank’s assets.


 


1.6A     “Company”
shall mean Nicolet Bankshares, Inc., a bank holding company incorporated under the laws of the State of Wisconsin.


 


1.7         “Confidential
Information” means data and information relating to the business of the Bank (which does not rise to the status of a Trade
Secret) which is or has been disclosed to the Executive or of which the Executive became aware as a consequence of or through the
Executive’s relationship to the Bank and which has value to the Bank and is not generally known to its competitors. Confidential
Information shall not include any data or information that has been voluntarily disclosed to the public by the Bank (except where
such public disclosure has been made by the Executive without authorization) or that has been independently developed and


disclosed by others, or that otherwise enters the public domain
through lawful means.


 


1.8        “Disability”
shall mean the inability of the Executive to perform each of his material duties under this Agreement for the duration of the short-term
disability period under the Bank’s policy then in effect (or, if no such policy is in effect, a period of one-hundred eighty (180)
consecutive
days) as certified by a physician chosen by the Bank and reasonably acceptable to the Executive.


 


1.9        “Effective
Date” shall mean the date the Bank opens for business.


 


1.10      “Initial
Term” shall mean that period of time commencing on the date of this Agreement and running until the close of business
on the last business day immediately preceding the third anniversary of the date of this Agreement or any earlier termination of
employment of the Executive under this Agreement as provided for in Section 3.


 




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1.10A   “Separation
from Service” shall mean a termination of the Executive’s employment with the Bank and all affiliated companies
that, together with the Bank, constitute the ‘service recipient’ within the meaning of Code Section 409A and the regulations
thereunder that constitutes a ‘separation from service’ within the meaning of Code Section 409A and the regulations
thereunder.


 


1.11      “Term”
shall mean the last day of the Initial Term or most recent subsequent renewal period.


 


1.12      “Trade
Secrets” means Bank information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual
or potential customers or suppliers which:


 


(a)         derives
economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use; and


 


(b)         is
the subject of efforts that are reasonable under the circumstances to maintain its secrecy.


 


2.           Duties.


 


2.1        Position.
The Executive is employed as the Executive Vice President of the Bank, subject to the direction of the President & Chief Operating
Officer (hereinafter “President”) or its designee(s) and shall perform and discharge well and faithfully the duties
which may be assigned to him from time to time by the Bank in connection with the conduct of its business. The duties and responsibilities
of the Executive are set forth on Exhibit A attached hereto.


 


2.2        Full-Time
Status. In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof,
the Executive shall:


 


(a)          devote
substantially all of his time, energy and skill during regular business hours to the performance of the duties of his employment
(reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;


 


(b)         diligently
follow and implement all reasonable and lawful management policies and decisions communicated to him by the Board of Directors
of the Bank; and


 


(c)          timely
prepare and forward to the President or its designees all reports and accountings as may be requested of the Executive.


 




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2.3        Permitted
Activities. The Executive shall devote his entire business time, attention and energies to the Business of the Bank and shall
not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether
or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the
Executive from:


 


(a)          investing
his personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Bank and
which will not require any services on the part of the Executive in their operation or affairs and in which his participation is
solely that of an investor;


 


(b)         purchasing
securities in any corporation whose securities are regularly traded provided that such purchase shall not result in him collectively
owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business
of the Bank; and


 


(c)          participating
in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long
as the Board of Directors of the Bank approves of such activities prior to the Executive’s engaging in them.


 


3.           Term and Termination.


 


3.1        Term.
This Agreement shall remain in effect for the Term. While this Agreement remains in effect, it shall automatically renew each day
after the date of this Agreement so that the Term remains a three-year term from day-to-day hereafter unless the Bank or the Executive
gives written notice to the other of its intent that the automatic renewals shall cease. In the event such notice of non-renewal
is properly given, this Agreement and the Term shall expire on the third anniversary of the thirtieth (30th) day following the
date such written notice is received.


 


3.2        Termination.
During the Term, the employment of the Executive under this Agreement may be terminated only as follows:


 


3.2.1        By
the Bank:


 


(a)          Reserved;


 


(b)          For Cause, upon written notice
to the Executive pursuant to Section 1.5.1 hereof, where the notice has been approved by a resolution passed by two-thirds (2/3)
of the directors of the Bank then in office;


 


(c)          Without
Cause at any time, provided that the Bank shall give the Executive thirty (30) days’ prior written notice of its intent to terminate,
in which event the Bank shall be required to continue to meet its obligations to the Executive under Section 4.1 for a period equal
to the lesser of (i) twelve (12) months following the termination or (ii) the remaining Term of the Agreement; or


 




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(d)        Upon
the Disability of Executive at any time, provided that the Bank shall give the Executive thirty (30) days’ prior written notice
of its intent to terminate, in which event, the Bank shall be required to continue to meet its obligations under Section 4.1 for
a period of six (6) months following the termination or until the Executive begins receiving payments under the Bank’s long-term
disability policy, whichever occurs first.


 


3.2.2        By
the Executive:


 


(a)          For
Cause, in which event the Bank shall be required to continue to meet its obligations under Section 4.1 for a period equal to the
lesser of (i) twelve (12) months following the termination or (ii) the remaining Term of the Agreement; or


 


(b) Without
Cause or upon the Disability of the Executive, provided that the Executive shall give the Bank sixty (60) days’ prior written notice
of his intent to terminate.


 


3.2.3        At
any time upon mutual, written agreement of the parties.


 


3.2.4        Notwithstanding
anything in this Agreement to the contrary, the Term shall end automatically upon the Executive’s death.


 


3.3        Change
of Control.


 


(a)          If,
within six (6) months after a Change of Control as defined in Section 1.6(a) or (c), the Executive terminates his employment with
the Bank under this Agreement for Cause, the Executive, or in the event of his subsequent death, his designated beneficiaries or
his estate, as the case may be, shall receive, as liquidated damages, in lieu of all other claims, a severance payment equal to
one and one-half (1.5) times the Executive’s then current Base Salary and bonus then in effect, if any, paid in a lump sum
cash payment in accordance with Section 3.3A.


 


(b)          If,
within six (6) months after a Change of Control as defined in Section 1.6(b), the Executive terminates his employment with the
Bank under this Agreement for Cause, the Executive, or in the event of his subsequent death, his designated beneficiaries or his
estate, as the case may be, shall receive, as liquidated damages, in lieu of all other claims, a severance payment equal to one
and one-half (1.5) times the Executive’s then current Base Salary and bonus then in effect, if any, paid in equal installments
in accordance with the Bank’s normal payroll practices over a period equal to the lesser of twelve (12) months or, determined
as of the date of the Executive’s termination of employment, the remaining Term of the Agreement, and paid in accordance
with Section 3.3A.


 




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(c)          In
no event shall the payment(s) described in this Section 3.3 exceed the amount permitted by Section 280G of the Internal Revenue
Code, as amended (the ‘Code’). Therefore, if the aggregate present value (determined as of the date of the Change of
Control in accordance with the provisions of Section 280G of the Code) of both the severance payment and all other payments to
the Executive in the nature of compensation which are contingent on a change in ownership or effective control off the Bank or
in the ownership of a substantial portion of the assets of the Bank (the ‘Aggregate Severance’) would result in a ‘parachute
payment,’ as defined under Section 280G of the Code, then the Aggregate Severance shall not be greater than an amount equal
to 2.99 multiplied by the Executive’s ‘base amount’ for the ‘base period,’ as those terms are defined
under Section 280G of the Code. In the event the Aggregate Severance is required to be reduced pursuant to this Section 3.3, the
latest payments in time shall be reduced first and if multiple portions of the Aggregate Severance to be reduced are paid at the
same time, any non-cash payments will be reduced before any cash payments, and any remaining cash payments will be reduced pro
rata.


 


3.3A     Severance.


 


(a)          Payment
of severance amounts due upon the Executive’s termination of employment pursuant to Sections 3.2.1(c) or (d); Section 3.2.2(a);
or Section 3.3, as applicable, including any reimbursements to which the Executive is entitled pursuant to Section 4.4, shall commence
or be made, as applicable, within ninety (90) days after the Executive experiences a Separation from Service on or after the date
the Executive’s employment is terminated.


 


(b)          Notwithstanding
any provision in the Agreement to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Code
Section 409A, any payments that are otherwise payable to the Executive within the first six (6) months following the effective
date of the Executive’s Separation from Service, shall be suspended and paid as soon as practicable following the end of
the six-month period following such effective date if, immediately prior to the Executive’s Separation from Service, the
Executive is determined to be a ‘specified employee’ (within the meaning of Code Section 409A(a)(2)(B)(i)) of the Bank
(or any related ‘service recipient’ within the meaning of Code Section 409A and the regulations thereunder). Any payments
suspended by operation of the foregoing sentence shall be paid as a lump sum in the seventh month following such effective date.
Payments (or portions thereof) that would be paid latest in time during the six-month period will be suspended first.


 


3.4        Effect
of Termination. Upon termination of the Executive’s employment hereunder, the Bank shall have no further obligations to the
Executive or the Executive’s estate with respect to this Agreement, except for the payment of salary and bonus amounts, if any,
accrued pursuant to Sections 4.1 and 4.2 hereof and unpaid as of the effective date of the termination of employment and payments
set forth in Sections 3.2.1(a), (c) or (d); Section 3.2.2(a); Section 3.3; and Section 4.4, as applicable. Nothing contained herein
shall limit or impinge upon any other rights or remedies of the Bank or the Executive under any other agreement or plan to which
the Executive is a party or of which the Executive is a beneficiary.


 




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4.           Compensation.
The Executive shall receive the following salary and benefits during the Term, except as otherwise provided below:


 


4.1        Base
Salary. During the Term in effect at the time of this Agreement, the Executive shall be compensated at a base rate of $195,000
per year (the “Base Salary”). The Executive’s Base Salary shall be reviewed by the President at least annually, and based
on its evaluation of Executive’s performance, may recommend to the Board of Directors of the Bank that the Executive’s Base Salary
be increased in such amount, if any, as may be determined by the Board of Directors of the Bank. Base Salary shall be payable in
accordance with the Bank’s normal payroll practices.


 


4.2        Incentive
Compensation. The Executive shall be eligible to receive annual bonus compensation, if any, at a target rate of 30% of the
Executive’s base pay as recommended by the President and as approved by the Board of Directors of the Bank pursuant to any
incentive compensation program as may be adopted from time to time by the Bank.


 


4.3        Health
Insurance.


 


(a)          In
the event of termination by the Executive for Cause (Section 3.2.2(a)) or following a Change of Control (Section 3.3), the Bank
shall reimburse Executive for the cost of premium payments paid by the Executive to continue his then existing health insurance
for himself and his eligible dependents as provided by the Bank for a period of twelve (12) months following the date of termination
of employment.


 


(b)          In
the event of a termination by the Bank without Cause (Section 3.2.l(c)), the Bank shall reimburse the Executive for the cost of
premium payments paid by the Executive to continue his then existing health insurance for himself and his eligible dependents as
provided by Bank for a period of twelve (12) months following the date of termination of employment.


 


(c)          In
no event shall any reimbursement pursuant to this Section 4.4 be paid after the last day of the taxable year following the taxable
year in which the expense was incurred. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses
eligible for reimbursement in any other taxable year. Such right to reimbursement is not subject to liquidation or exchange for
another benefit.


 


4.4        Business
Expenses; Memberships. The Bank specifically agrees to reimburse the Executive for:


 


(a)        reasonable
and necessary business (including travel) expenses incurred by him in the performance of his duties hereunder, as approved by the
President; and


 




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(b)        reasonable
dues and business related expenditures, including initiation fees, associated with memberships, as selected by the Executive, including
country clubs and professional associations which are commensurate with his position.


 


provided, however, that the Executive shall, as a condition
of reimbursement, submit verification of the nature and amount of such expenses in accordance with reimbursement policies from
time to time adopted by the Bank and in sufficient detail to comply with rules and regulations promulgated by the Internal Revenue
Service.


 


4.5         Benefits.
In addition to the benefits specifically described in this Agreement, the Executive shall be entitled to such benefits as may be
available from time to time to executives of the Bank similarly situated to the Executive. All such benefits shall be awarded and
administered in accordance with the Bank’s standard policies and practices. Such benefits may include, by way of example only,
vacation pay, profit-sharing plans, retirement or investment funds, dental, health, life and disability insurance benefits and
such other benefits as the Bank deems appropriate.


 


4.6         Withholding.
The Bank may deduct from each payment of compensation hereunder all amounts required to be deducted and withheld in accordance
with applicable federal and state income, FICA and other withholding requirements.


 


4.7         Reimbursement
of Expenses; In-Kind Benefits. All expenses eligible for reimbursement under this Agreement must be incurred by the Executive
during the Term of this Agreement to be eligible for reimbursement. All in-kind benefits described in this Agreement must be provided
by the Bank during the Term of this Agreement. The amount of reimbursable expenses incurred, and the amount of in-kind benefits
provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other
taxable year. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement
be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Such right to reimbursement
or in-kind benefits are not subject to liquidation or exchange for another benefit.         


 


5.           Bank Information.


 


5.1        Ownership
of Bank Information. All Bank Information received or developed by the Executive while employed by the Bank will remain the
sole and exclusive property of the Bank.


 


5.2        Obligations
of the Executive. The Executive agrees:


 


(a)          to
hold Bank Information in strictest confidence;


 


(b)          not
to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Bank Information or any physical embodiments of Bank
Information; and


 




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(c)          in
any event, not to take any action causing or fail to take any action necessary in order to prevent any Bank Information from losing
its character or ceasing to qualify as Confidential Information or a Trade Secret.


 


In the event that the Executive is required by law to disclose
any Bank Information, the Executive will not make such disclosure unless (and then only to the extent that) the Executive has been
advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given
to the Bank when the Executive becomes aware that such disclosure has been requested and is required by law. This Section 5 shall
survive for a period of twelve (12) months following termination of this Agreement for any reason with respect to Confidential
Information, and shall survive termination of this Agreement for any reason for so long as is permitted by applicable law, with
respect to Trade Secrets.


 


5.3        Delivery upon
Request or Termination. Upon request by the Bank, and in any event upon termination of his employment with the Bank, the Executive
will promptly deliver to the Bank all property belonging to the Bank, including, without limitation, all Bank Information then
in his possession or control.


 


6.           Non-Competition.
The Executive agrees that during his employment by the Bank hereunder and, in the event of his termination:


 


• by the Bank for Cause pursuant to Section 3.2.l(b),


 


• by the Executive without Cause pursuant to
Section 3.2.2(b), or


 


• by the Executive in connection with a Change
of Control pursuant to Section 3.3,


 


for a period of twelve (12) months thereafter, he will not (except
on behalf of or with the prior written consent of the Bank), within the Area, either directly or indirectly, on his own behalf
or in the service or on behalf of others, as an executive employee or in any other capacity which involves duties and responsibilities
similar to those undertaken for the Bank (including as an organizer or proposed executive officer of a new financial institution),
engage in any business which is the same as or essentially the same as the Business of the Bank and which is or is foreseeable
to be competitive with the Bank. The Executive acknowledges that the degree of Bank Confidential Information made available to
him in addition to his relationships developed with Bank customers are protectable interests warranting such restriction.


 


7.
          Non-Solicitation of Customers. The Executive
agrees that during his employment by the Bank hereunder and, in the event of his termination:


 


• by the Bank for Cause pursuant to Section 3.2.l(b),


 


• by the Executive without Cause pursuant to
Section 3.2.2(b), or


 


• by the Executive in connection with a Change
of Control pursuant to Section 3.3,


 


for a period of twelve (12) months thereafter, he will not (except
on behalf of or with the prior written consent of the Bank), within the Area, on his own behalf or in the service or on behalf
of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Bank’s customers,
including actively sought prospective customers, with whom the Executive has or had material contact during the last two (2) years
of his employment, for purposes of providing products or services that are competitive with the Business of the Bank.


 




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8.
          Non-Solicitation of Employees. The Executive
agrees that during his employment by the Bank hereunder and, in the event of his termination:


 


• by the Bank for Cause pursuant to Section 3.2.1(b),


 


• by the Executive without Cause pursuant to
Section 3.2.2(b), or


 


• by the Executive in connection with a Change
of Control pursuant to Section 3.3,


 


for
a period of twelve (12) months thereafter, he will not, within the Area, on his own behalf or in the service or on behalf of others,
solicit, recruit or hire away or attempt to solicit, recruit or hire away, any employee of the Bank to
another person or entity providing products or services that are competitive with the Business of the Bank, whether or not:


 


• such employee is a full-time employee or a
temporary employee of the Bank,


 


• such employment is pursuant to written agreement,
and


 


• such employment is for a determined period
or is at will.


 


9.           Remedies.
The Executive agrees that the covenants contained in Sections 5 through 8 of this Agreement are of the essence of this Agreement;
that each of the covenants is reasonable and necessary to protect the business, interests and properties of the Bank, and that
irreparable loss and damage will be suffered by the Bank should he breach any of the covenants. Therefore, the Executive agrees
and consents that, in addition to all the remedies provided by law or in equity, the Bank shall be entitled to a temporary restraining
order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants. The Bank and
the Executive agree that all remedies available to the Bank or the Executive, as applicable, shall be cumulative.


 


10.         Severability.
The parties agree that each of the provisions included in this Agreement is separate, distinct and severable from the other provisions
of this Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability
of any other provision of this Agreement. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court
of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall
be redrawn to make the provision consistent with and valid and enforceable under the law or public policy.


 


11.         No
Set-Off by the Executive. The existence of any claim, demand, action or cause of action by the Executive against the Bank whether
predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Bank of any of its rights
hereunder.


 


12.         Notice.
All notices and other communications required or permitted under this Agreement shall be in writing and, if mailed by prepaid first-class
mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the
receipt or three (3) business days after the postmarked date thereof. In addition, notices hereunder may be delivered by hand or
overnight courier, in which event the notice shall be deemed effective when delivered. All notices and other communications under
this Agreement shall be given to the parties hereto at the following addresses:


 




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		(i)	If to the Bank, to it at:



 


Post Office Box 23900


Green Bay, Wisconsin 54305-3900


 


		(ii)	If to the Executive, to him at:



 


3760 Hidden Trail


Oneida, WI 54155


 


13.         Assignment.
Neither party hereto may assign or delegate this Agreement or any of its rights and obligations hereunder without the written consent
of the other party to this Agreement; provided, however, that the rights and obligations of the Bank shall apply to its successor(s)
and the rights of the Executive shall inure to the benefit of the heirs or the estate of the Executive.


 


14.   
     Waiver. A waiver by one party to this Agreement of any breach of this Agreement by the
other party to this Agreement shall not be effective unless in writing, and no waiver shall operate or be construed as a
waiver of the same or another breach on a subsequent occasion.


 


15.         Arbitration.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by binding arbitration
in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by
the arbitrator may be entered only in a state court of Wisconsin or the federal court for the Eastern District of Wisconsin. The
Bank and the Executive agree to share equally the fees and expenses associated with the arbitration proceedings.


 


16.         Attorneys’
Fees. In the event that the parties have complied with this Agreement with respect to arbitration of disputes and litigation
ensues between the parties concerning the enforcement of an arbitration award, the party prevailing in such litigation shall be
entitled to receive from the other party all reasonable costs and expenses, including without limitation attorneys’ fees,
incurred by the prevailing party in connection with such litigation, and the other party shall pay such costs and expenses to the
prevailing party within sixty (60) days after a final determination (excluding any appeals) is made with respect to the litigation.


 


17.         Applicable
Law. This Agreement shall be construed and enforced under and in accordance with the laws of the State of Wisconsin.


 


18.         Interpretation.
Words importing any gender include all genders. Words importing the singular form shall include the plural and vice versa. The
terms “herein”, “hereunder”, “hereby”, “hereto”, “hereof’ and any similar terms refer
to this Agreement. Any captions, titles or headings preceding the text of any article, section or subsection herein are solely
for convenience of reference and shall not constitute part of this Agreement or affect its meaning, construction or effect.


 




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19.         Entire
Agreement. This Agreement embodies the entire and final agreement of the parties on the subject matter stated in this Agreement.
No amendment or modification of this Agreement shall be valid or binding upon the Bank or the Executive unless made in writing
and signed by both parties. All prior understandings and agreements relating to the subject matter of this Agreement, including,
but not limited to, that certain employment agreement between the Bank and the Executive previously signed by the parties and also
dated as of April 7, 2000, are hereby expressly terminated and superseded.


 


20.         Rights
of Third Parties. Nothing herein expressed is intended to or shall be construed to confer upon or give to any person, firm
or other entity, other than the parties hereto and their permitted assigns, any rights or remedies under or by reason of this Agreement.


 


21.         Survival.
The obligations of the Executive pursuant to Sections 5, 6, 7, 8 and 9 shall survive the termination of the employment of the Executive
hereunder for the period designated under each of those respective sections.


 


IN WITNESS WHEREOF, the parties have caused
this Revised and Restated Employment Agreement to be executed on the day and year first above written.


 


	THE BANK:	 	THE EXECUTIVE:
	 	 	 	 	 
	By:  	/s/ Michael E. Daniels	 	/s/ Eric J. Witczak
	 	 	 	 	 
	Print Name: 	Michael E. Daniels	 	 
	 	 	 	 	 
	Title: 	President & Chief Operating Officer	 	 


 




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Exhibit A


 


Duties and Responsibilities of the Executive


 


Principal Accountabilities:


 




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