Employment Agreement



 Exhibit 10.3 
 EMPLOYMENT AGREEMENT 
 THIS AGREEMENT made the
    31st    day of     January    , 2012, by and between ANCHORBANK fsb, a federally-chartered depository financial institution having its principal
office in Madison, Wisconsin (hereinafter referred to as the “Company” or “AnchorBank” or “Employer”), and     Scott McBrair     (hereinafter referred to as
the “Employee”). 
 W I T N E S E T H: 

WHEREAS, AnchorBank is in the banking business, providing a variety of financial services, to its customers, including but not
limited to, residential, commercial and consumer loans and investments services throughout the State of Wisconsin. 
 WHEREAS,
the Company wishes to assure itself of the services of the Employee for an initial twelve (12) month period and in a limited capacity as    Executive Vice President – Retail Banking     and
the Employee wishes to serve in the employ of the Company in such a capacity. 
 And 

WHEREAS, the parties agree upon the terms and conditions hereinafter set forth. 

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto, intending to
be legally bound, hereby agree as follows: 
 1. Position. The Employee shall serve the Company in a limited
capacity as its     Executive Vice President – Retail Banking    . The Employee hereby represents that he is not bound by any confidentiality agreements or restrictive covenants which restrict or
may restrict his ability to perform his duties hereunder, and agrees that he will not enter into any such agreements or covenants during the term of the employment hereunder, except such restrictive covenants or confidentiality agreements as are
required by the Company. The Employee shall report to the Chief Executive Officer (CEO), Chris Bauer. The starting date of the position for purposes of this Agreement is _January 31, 2012 . 

2. Duties. Employee shall devote his full business and professional time and attention to the performance of his duties and
responsibilities hereunder. The Employee shall perform such duties as providing professional, technical and analytical assistance to the Company in the area of     Retail Banking    , including reviewing and
making recommendations for consideration by the CEO with respect to various aspects of branch operations, marketing and the operation of Anchor Investment Services. Employee shall also make recommendations on deposit product offerings and pricing
for consideration by the CEO and Pricing Committee and shall render such other services and duties as may be assigned from time to time by the Company. Employee’s duties include, but are not limited to, oversight of personnel in the departments
assigned to him and recommending for approval by the CEO and Board of Directors of policies and procedures to maximize the Bank’s retail operations. If approved by the CEO and/or Board, Employee may be directed to implement recommendations or
take such other steps as may have been approved and directed. Employee is to meet with the CEO as requested to discuss and substantiate recommendations and to seek approval by the CEO and Board of Directors, as appropriate, prior to implementation.








 3. Location of Performance of Duties. It is anticipated that Employee will
perform his job duties at the corporate offices located in Madison, Wisconsin no less than three (3) days per work week and the other days during the work week at remote locations as approved by the CEO. However, the CEO reserves the right to
increase the days to be worked at the corporate offices based special circumstances as determined by the CEO. 
 4.
Conduct. The Employee shall at all times during his employment by the Company; 
 4.1 Observe and confirm to all
federal, state and local laws; 
 4.2 Comply with all of the Company’s employment policies applicable to employees,
including the Company’s then-current Employee Handbook (the “Employee Handbook”); 
 4.3 All reasonable
directions and orders of the CEO and/or his designee; 
 4.4 Otherwise act in a professional manner, setting the example of
excellence to the workforce, government officials and agencies, and community. 
 5. Reports. The Employee shall
prepare any reports as requested by the CEO and/or his designee on a timely basis. 
 6. Term of Employment and
Compensation. 
 6.1 Term of Employment. The Company shall employ Employee for a period of one (1) year,
commencing on     January 31    , 2012 and ending on     January 31    , 2013, except as otherwise provided. 

6.2 Salary. The Employee’s salary shall be     $385,000     per annum. The
Employee’s compensation shall be payable at the rate of $32,083 per month in accordance with the Company’s normal payroll procedures. 
 6.3 EESA/ARRA. The Agreement is intended to comply with rules and regulations pertaining to executive compensation under the Emergency Economic Stabilization Act of 2008 (EESA), as amended by the
American Recovery and Reinvestment Act of 2009 (the ARRA) and any amendments thereto and regulations which may have impact on the Agreement, including those regulations which became effective upon issuance by the U.S. Department of Treasury as 31
C.F.R. Part 30 on or about June 15, 2009 (the “Regulations”). Effective during the period in which any obligation of the Employers arising from financial assistance provided under the United States Treasury’s Troubled Assets
Relief Program (TARP) remains outstanding (but not including any period during which the Federal Government only holds warrants to purchase common stock of the Company), such that the Company is subject to Section 111 of EESA (the “TARP
Participation Period”), Employers shall not, and shall not be obligated to, pay or accrue any bonus, retention award or incentive compensation or make any payment for Employee’s departure from the Employers for any reason (except for
payments for services performed or benefits accrued) to or for Executive to the extent prohibited by Section 111 of EESA or the Regulations. If in the opinion of tax or regulatory counsel selected by Employers








 
and acceptable to Executive, it is necessary to limit or reduce Employee’s compensation pursuant to this Section 8(iii), the Company shall take all reasonable steps to restructure this
Agreement and Employee’s compensation and benefits in a manner intended to compensate the Employee according to the original provisions and intent of this Agreement. This restructuring may, to the extent permissible under EESA and/or the
Regulations, include (a) delaying payments during the TARP Participation Period to a time when the Company is no longer subject to Section 111 of EESA, or (b) implementing payments or programs not originally contemplated by the
parties. If in the opinion of such counsel there are payments or amounts not capable of restructuring, such amounts or payments shall be deemed waived by Employee and Employee agrees to accept such waiver; provided, however, that if Employee
believes such opinion to be incorrect, (A) Employers shall pay to the Employee the maximum amount of payments and benefits which such opinion indicates there is a high probability do not result in any such payment and benefits such opinion
indicates there is a high probability do not result in any such payment and benefits being in violation of the EESA and/or the Regulations, and (B) Employers may request, and Employee shall have the right to demand, that Employers request a
ruling from the IRS or other applicable regulatory authority as to whether the disputed payments have such consequences. Any such request for a ruling shall be promptly prepared and filed by the Employers, but in no event later than thirty
(30) days from the date of the Employee’s request as referred to above, and shall be subject to Employee’s approval prior to filing, which shall not be unreasonably withheld. Employers and Employee agree to be bound by any ruling
received and to make appropriate payments to each other to reflect the impact of EESA and the Regulations on payments made or to be made as reflected by such rulings, together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code. 
 In the event the Employers cease to be subject to ARRA and/or Section 111 of EESA
and the Regulations for any reason, any limitations on amounts or payments to Employee imposed by this Section 6.3 shall cease to be effective. The parties to this Agreement recognize that further regulations under AARA and EESA, in addition to
the Regulations, may affect the amounts that may be paid under this Agreement and agree that, upon issuance of any such further regulations this Agreement may be modified as is in good faith deemed necessary in light of the provisions of such
regulations to achieve the intent and purposes of this Agreement, and that consent to such modifications shall be unreasonably withheld. 
 7. Expense Reimbursement. During the term of this Agreement, the Company shall reimburse the Employee for all reasonable and necessary out-of-pocket expenses incurred, such as, mileage for
commuting at the IRS approved rate, lodging, meals and other job and travel-related expenses or other expense as determined by the Company with the Company’s prior written approval, by the Employee in connection with the performance of his
duties hereunder, upon the presentation of proper accounts therefore in accordance with the Company’s policies. Such reimbursement will be done within ten (10) days after the Company’s receipt of Employee’s request for
reimbursement. 
 8. Benefits. During the term of this Agreement, the Employee shall be entitled to the employee
benefits as provided in the Employee Handbook, dated March 1, 2011. Employee, if he satisfies the conditions for eligibility, will be eligible to receive such other benefits that are available to employees with the similar job title and job
classification as Employee, including stock options and restricted stock as is authorized and approved by the Board of Directors. 







 9. Termination of Employment. Employee’s employment may be terminated by
the Company or Employee before the end of the term of the Agreement, as follows: 
  

	 	(a)	By Company. Employee can be terminated by the Company’s Board of Directors or CEO at any time by written notice during the term of this Agreement for
“Cause” or for any other reason. For purposes of a termination for Cause, Cause shall mean any termination because of Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease and desist order, or material breach of any provision of this contract. Should
Employee be terminated for Cause under this provision, Employee will not be eligible to receive any further compensations or benefits for any period after such termination. 


 

	 	(b)	By Employee Resignation. If Employee voluntarily resigns from the Company. Employee agrees to give at least thirty (30) days written notice to the Company.
Employee agrees to continue to provide services consistent with the terms of this Agreement throughout the thirty (30) day notice period and also to work with the Company, CEO, and any person designated by the CEO as a replacement for Employee
to (i) wind up those matters with which Employee is involved which are capable of resolution within the notice period, and (ii) assist in the training of a replacement and in the transitioning of those matters not capable of being wound up
within the notice period. In consideration of continuing to provide such services, together with providing assistant in winding up and transitioning of matters, and contingent upon Employee providing the same during the entire thirty (30) day
period, the Bank agrees to pay Employee and amount equal to one month’s salary for such services. 

  

	 	(c)	Suspension or Termination Required by the OTS or FDIC. 

 (A) If Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employers’ affairs by a notice served under Section 8(e)(3), or Section 8(g)(1), of the
Federal Deposit Insurance Act [12 U.S.C. § 1818(e)(3) and (g)(1)], the Employers’ obligations under the Agreement shall be suspended as of the date of service of the notice unless stayed by appropriate proceedings. If the charges in the
notice are dismissed, the Employers shall (i) pay Executive all of the compensation withheld while their obligations under this Agreement were suspended, and (ii) reinstate such obligations as were suspended. 







 (B) If Executive is removed and/or permanently prohibited from participating in the conduct
of the Employers’ affairs by an order issued under Section 8(e)(4) or Section 8(g)(1) of the Federal Deposit Insurance Act [12 U.S.C. § 1818(e)(3) and (g)(1)], all obligations of the Employers under the Agreement shall terminate
as of the effective date of the order, but vested rights of the contracting parties shall not be affected. 
 (C) If the Bank is
in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act [12 U.S.C. 1813 (x)(1)], all obligations under the Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the
Executive. 
 (D) All obligations under the Agreement shall be terminated, except to the extent determined that continuation of
the contract is necessary for the Employers’ continued operations (i) by the Director of the OTS, or his or her’ designee at the time the FDIC or Resolution Trust Corporation (“RTC”) enters into an agreement to provide
assistance to or on behalf of the Employers under the authority contained in Section 13(c) of the Federal Deposit Insurance Act or (ii) by the Director of the OTS, or his or his designee, at the time it approves a supervisory merger to
resolve problems related to operations of the Employers or when the Employers are determined by the Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by
such action. 
 (E) In the event that 12 C.F.R. § 563.39, or any successor regulation, is repealed,
this Section 9© shall cease to be effective on the effective date of such repeal. In the event that 12
C.F.R. § 563.39, or any successor regulation, is amended or modified, this Agreement shall be revised to reflect the amended or modified provisions if: (1) the amended or modified provision is required to be included in this Agreement; or
(2) if not so required, the Executive requests that the Agreement be so revised. 
 10. Confidential
Information. 
 10.1 Non-Disclosure. Employee acknowledges that AnchorBank is engaged in a highly competitive
industry which draws customers primarily from the local communities both in and surrounding the locations of its corporate and branch offices throughout the State of Wisconsin. AnchorBank has a proprietary interest in its information, including
without limitation, data and plans pertaining to marketing/strategic/business planning, pricing information, training, and personnel information, all of which are highly confidential and/or constitute trade secrets. Employee further acknowledges
that AnchorBank obtains and compiles, at significant expense, highly sensitive customer information, including, but not limited to, customer names, addresses, telephone numbers, social security numbers, account numbers, and asset and/or investment
information, such as name, nature and amount of assets, date of transactions and other such information and that AnchorBank has developed and implemented comprehensive security measures to protect such information and that AnchorBank has








 
developed and implemented comprehensive security measures to protect such information from unauthorized disclosure, which are required under federal, specifically, the Gramm leach Bliley Statue,
and implementing regulations, known as Regulation P – Privacy of Consumer Financial Information. 
 10.2 Employee
acknowledges that such confidential and proprietary information is contained at AnchorBank’s offices, in AnchorBank’s computer network systems, and other electronic communication devices which Employee may be given access. 

10.3 Employee acknowledges that such confidential and proprietary information is owned and shall continue to be owned by AnchorBank.
Except as provided in this paragraph, Employee agrees: 
 10.3.1 During the term of his employment and for a period of one
(1) year after such employment terminates, not to use such information for any purpose whatsoever or to divulge such information to any person other than AnchorBank or persons to whom AnchorBank has given its consent unless such information has
already become common knowledge or unless Employee is compelled to disclose it by governmental process; 
 10.3.2 To the extent
that such information constitutes information protected by the Uniform Trade Secrets Act, Section 134.90, Wis. Stats., Employee agrees not to use or divulge such information, during the term of his employment and thereafter indefinitely, until
such information is no longer protected by the foregoing statute or unless AnchorBank has given its consent; 
 10.3.3 To the
extent that such information constitutes information protected by the Gramm Leach Bliley Statute, Employee agrees not to use or divulge customer personal information, such as, social security numbers, account numbers, and asset and/or investment
information, such as name, nature and amount of assets, date of transactions and other such information, during the term of his/her employment and thereafter indefinitely. 
 10.4 Upon termination, all documents and information listed in paragraph 10.1 shall be returned to AnchorBank, unless otherwise authorized by AnchorBank. To the extent the property belongs to any other
affiliate of AnchorBank, AnchorBank will forward the information to the affiliate. 
 10.5 Employee agrees not to make any
copies of any trade secret or confidential information for use outside of AnchorBank’s office except as specifically authorized in writing by AnchorBank. 
 10.6 Notice of Disclosure. In the event that the Employee is required, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar
process, to disclose any confidential material relating to the Company, the Employee shall provide the Company with prompt notice thereof so that the Company may seeks an appropriate protective order and/or waive compliance by the Employee with the
provisions hereof; provided, however, that if in the absence of a protective order or the receipt of such a waiver, the Employee is, in the opinion of counsel for the Company or the Employee, compelled to disclose confidential material not otherwise
disclosable hereunder to any legislative, judicial or regulatory body, agency or authority, or else be exposed to liability for contempt, fine or penalty or to other censure, such confidential material may be so disclosed. 







 11. Discoveries and Inventions. Employee agrees that all inventions, designs,
improvements, writings, research, analysis, and discoveries made during the term of this Agreement and pertaining to the business conducted by AnchorBank shall be the exclusive property of AnchorBank, as determined solely by AnchorBank. Employee
shall assist AnchorBank in obtaining patents, trademarks, service marks and/or copyrights on all suck inventions, designs, improvements, writings and discoveries deemed suitable for patent, trademark, service mark, or copyright by AnchorBank, and
shall execute all documents and do all things necessary to obtain letters, patents, or copyrights, vest AnchorBank with full and exclusive title thereto, and protect the same against infringements by others. 

12. Goodwill. At no time, may Employee take any action or make any statement the effect of which is intended to disparage
the goodwill of the Company or the business reputation of good name of the Company, its officers, directors or employees, or be otherwise detrimental to the Company. 
 13. Equitable Relief/Court Jurisdiction. In the event of a breach or threatened breach of this Agreement, the non-breaching party shall be entitled to pre-judgment injunctive relief or
similar equitable relief (and the breaching party shall reimburse the Company for the costs and reasonable attorneys’ fees of procuring such an injunction or relief) restraining the breaching party from committing or continuing any such breach
or threatened breach or granting specific performance of any act required to be performed, without the necessity of showing any actual damage or that money damages would not afford an adequate remedy and without the necessity of posting any bond or
other security. The parties also hereby consent to the jurisdiction of the Federal courts located in the Western District of Wisconsin and the state courts located in Dane County for any proceedings under this Agreement. Nothing herein shall be
construed as prohibiting either party from pursuing any other remedies at law or in equity which it may have. 
 14.
Successors and Assigns. The Employee may not assign this Agreement or any part thereof. 
 15. Governing
Law. This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Wisconsin applicable to contracts to be performed entirely within such State. 

16. Entire Agreement. This Agreement contains all the understandings and representations between the parties hereto
pertaining to the subject matter hereof and it supersedes all undertakings and agreements, whether oral or in writing, if there be any, previously entered into by them with respect thereof. 

17. Amendment. No modification, amendment or addition to this Agreement will be valid or enforceable unless it is in
writing and signed by both parties. 







 18. Waiver. Failure to insist upon the full performance of an obligation or
failure to exercise rights under this Agreement shall not constitute a waiver as to future defaults or exercise of rights. 
 19.
Notices. All notices, demands and other communications which may or are required to be given under this Agreement must be in writing, must be given either by personal delivery or by registered or certified mail and will be deemed to
have been given when personally delivered or when deposited in the mail, postage prepaid, address to the residence of Employee or his legal representative or to the business address of the Company, as the case may be, or to such other addresses
either party may designate by written notice to the other party. 
 20. Severability. This invalidity or
unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 

21. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this
Agreement to the extent necessary to the intended preservation of such rights and obligations. 
 22. Counterparts.
This Agreement may be executed in counterparts, both of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 







 IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date first
above written. 
  

			
	ANCHORBANK fsb
		
	By:	 	/s/ Chris Bauer
		 	Chris Bauer, Chief Executive Officer
	
	EMPLOYEE:
		
		 	/s/ Scott McBrair