Exhibit
10.3


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made the 29th day of April, 2016, to become effective as of the Effective
Date (as hereinafter defined and subject to the contingencies provided for herein), by and between Nicolet Bankshares, Inc., a
bank holding company organized under the laws of the State of Wisconsin (the “Company”), Nicolet National Bank, a
national bank (the “Bank” and collectively with the Company, the “Employer”), and Robert J. Cera,
a resident of the State of Wisconsin (the “Executive”).


 


BACKGROUND:


 


The
Company is party to an Agreement and Plan of Merger, dated September 8, 2015, with Baylake Corp. (“Baylake”)
pursuant to which, subject to the conditions and contingencies set forth therein, Baylake will be merged with and into
the Company, with the Company as the surviving entity (the “Merger Transaction”).


 


The
Employer and the Executive now desire to enter into this Agreement, which is to become effective as of the Effective Date, subject
to the consummation of the Merger Transaction on or before September 8, 2016 and the Executive’s continued employment with
Baylake through and until the Effective Date.


 


The
Employer and the Executive intend that this Agreement embodies the complete terms and conditions of the Executive’s employment
with the Employer and supersedes all prior employment and similar agreements between the Executive and Baylake and/or the Company
(and/or their Affiliates), as set forth more specifically below.


 


AGREEMENT:


 


In
consideration of the above premises and the mutual agreements hereinafter set forth, effective as of the Effective Date, the parties
hereby agree as follows:


 


1.           Duties.


 


1.1         Positions.
The Executive shall be employed as Co-Chief Executive Officer and Co-President of the Company and as an employee of the Bank,
and, subject to the direction of the Board of Directors, shall perform and discharge faithfully those duties in connection with
the conduct of the Business of the Employer for which the Executive is responsible, as mutually agreed upon between the Executive
and the Executive’s counterpart with whom the offices of Chief Executive Officer and President are being shared; subject
to any specific allocation of duties as may be provided for by the Board of Directors. The duties and responsibilities assumed
by, or assigned to, the Executive shall be commensurate with the duties and responsibilities associated with similar positions
at other holding companies and community banks of a similar size to the Employer. For as long as the Executive continues to serve
on the Board of Directors of the Company and of the Bank, the Executive also shall serve as their Co-Chairpersons.


 




     


     


    

 


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


 


(a)          subject
to Section 1.3, devote substantially all of the Executive’s time, energy and skill during regular business hours
to the performance of the duties of the Executive’s 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 the Executive by the Board of
Directors; and


 


(c)          timely
prepare and forward to the Board of Directors all reports and accountings as reasonably may be requested of the Executive.


 


1.3         Permitted
Activities. The Executive shall devote substantially all of the Executive’s entire business time, attention and
energies to the Business of the Employer, but as long as the following activities do not interfere with the Executive’s
obligations to the Employer, this shall not be construed as preventing the Executive from:


 


(a)          investing
the Executive’s personal assets in any manner which will not require any services on the part of the Executive in the operation
or affairs of the entity and in which the Executive’s participation is solely that of an investor; provided that such investment
activity following the Effective Date shall not result in the Executive owning beneficially at any time one percent (1%) or more
of the equity securities of any Competing Business; or


 


(b)          participating
in civic and professional affairs and organizations and conferences, preparing or publishing papers or books, teaching or serving
on the board of directors of an entity so long as any such participation does not interfere with the ability of the Executive
to effectively discharge the Executive’s duties hereunder; provided further, that the Board of Directors may direct
the Executive in writing to resign from any such organization and/or cease such activities should the Board of Directors reasonably
conclude that continued membership and/or activities of the type identified would not be in the best interests of the Employer.


 


2.           Term.
This Agreement shall become effective as of the Effective Date and shall remain in effect for the Term. This Agreement shall
expire on the last day of the Term, unless extended pursuant to the mutual agreement of the parties on or before the last day
of the Term. In the event the Executive continues to provide services to the Employer as an employee following the expiration
of the Term, but without entering into a new written employment agreement, such post-expiration of the Term employment shall be
deemed to be performed on an “at-will” basis and either party may thereafter terminate such employment with or without
notice and for any or no reason and without any obligations determined by reference to this Agreement.


 


3.           Compensation.
The Employer shall pay or otherwise provide the Executive the following during the Term, except as otherwise provided below:


 




    	 	2	 



     


    

 


3.1         Annual
Base Salary. The Executive shall be paid a base salary at the annual base rate of Three Hundred Sixty Thousand Dollars
($360,000) (the “Annual Base Salary”). The Executive’s Annual Base Salary shall be reviewed by the Board
of Directors annually for potential adjustments, as determined by the Board of Directors based on its evaluation of the
Executive’s performance. The Executive’s Annual Base Salary shall be payable in accordance with the Bank’s normal
payroll practices.


 


3.2         Annual
Incentive Compensation. Unless otherwise prohibited by banking regulation, rule or directive, the Executive shall have
the opportunity to earn annual bonus compensation in such manner as may be determined by, and based on performance measures established
by, the Board of Directors upon the recommendation of the Compensation Committee of the Board of Directors (the “Committee”)
consistent with the Bank’s strategic planning process, pursuant to any incentive compensation program as may be adopted
from time to time by the Board of Directors (an “Annual Bonus”). Any Annual Bonus earned shall be payable in
cash or cash equivalents by March 15th of the calendar year following the calendar year in which the bonus is earned
in accordance with the Bank’s normal practices for the payment of short-term incentives. To be entitled to any payment of
bonus compensation from the Employer pursuant to Section 3.2, the Executive must be employed by the Employer on the last
day of the applicable performance period and must continue to be employed until the date that such payment is made.


 


3.3         Signing
Bonus. Within thirty (30) days following the Effective Date, the Employer shall pay the Executive a signing bonus in a
lump sum payment in cash or cash equivalents in the amount of Two Hundred Fifty Thousand Dollars ($250,000).


 


3.4         Retention
Bonus. The Employer shall pay the Executive a retention bonus in the amount of Two Hundred Fifty Thousand Dollars ($250,000),
provided the Executive has either (a) remained in the continuous employ of the Employer from the Effective Date through and until
the first anniversary of the Effective Date, or (b) has experienced an involuntary Termination of Employment without Cause or
effects a Termination of Employment by resigning for Good Reason, in either case, prior to the first anniversary of the Effective
Date. In the event the retention bonus becomes payable, it will be paid in a lump sum payment in cash or cash equivalents within
thirty (30) days following the earlier of (1) the first anniversary of the Effective Date, or (2) the effective date of the Termination
of Employment, as applicable.


 


3.5         Equity
Award. On or as soon as practicable after the Effective Date, the Company will grant to the Executive a restricted stock
award for a number of shares of Company common stock equal to the result of dividing One Million (1,000,000) by the per share
closing price of the Company’s common stock for the Effective Date. The restricted stock award will become vested and exercisable
in one-fifth (1/5) annual increments, commencing on the first anniversary of the Effective Date and continuing
for the next four (4) successive anniversaries until the award is fully vested and exercisable; provided, however, that the restricted
stock award will become fully vested on an accelerated basis in the event the Executive experiences an involuntary Termination
of Employment without Cause or effects a Termination of Employment by resigning for Good Reason prior to the second anniversary
of the Effective Date.


 




    	 	3	 



     


    

 


3.6         Life
Insurance. The Employer shall provide the Executive with term life insurance coverage on the Executive’s life in
an amount equal to no less than Five Hundred Thousand Dollars ($500,000).


 


3.7         Business
and Professional Education Expenses; Memberships. In accordance with the reimbursement policies from time to time adopted
by the Board of Directors and consistent with the annual budget approved for the period during which an expense was incurred,
the Employer specifically agrees to reimburse the Executive for reasonable and necessary business expenses incurred by the Executive
in the performance of the Executive’s duties hereunder; provided, however, that the Executive shall, as a condition of any
such reimbursement, submit verification of the nature and amount of such expenses in accordance with such reimbursement policies
and in sufficient detail to comply with rules and regulations promulgated by the United States Treasury Department. Notwithstanding
anything to the contrary in the foregoing, the Employer acknowledges and agrees that reasonable and necessary business expenses
for purposes of this Section 3.7 shall include reimbursement for the cost of the annual dues for membership in a single
country club of which the Executive is a member as of the Effective Date and the use of an automobile of a make and model determined
by the Employer. The Employer shall pay the expenses associated with the operation, maintenance, repair and insurance for the
automobile. The Executive shall be responsible for maintaining adequate records of the Executive’s personal use of the automobile
and for timely providing the Employer with such records on an annual basis. In the event of any failure to do so, the Employer
shall report the entire value of the use of the automobile and related reimbursements as taxable income to the Executive. Except
as otherwise provided in this Section 3.7, the Executive acknowledges that the Employer makes no representation with respect
to the taxability or non-taxability of the benefits provided under this Section 3.7.


 


3.8         Paid
Leave. The Executive shall be entitled to paid leave of no less than twenty-four (24) days per calendar year, subject
to proration and exclusive of paid leave for holidays and sickness, with such paid leave to be taken in accordance with the Bank’s
policy for paid leave as may be in effect from time to time. All use of Executive’s paid leave shall be determined in accordance
with the Bank’s paid leave policy as in effect from time to time.


 


3.9         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 similarly situated employees of the Employer. All such benefits shall be awarded and administered
in accordance with the Employer’s standard policies and practices.


 


3.10       Withholding.
The Employer 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. The Executive further acknowledges and agrees
that the Employer’s provision of certain in-kind benefits and reimbursements of expenses will result in income or imputed
income for income tax purposes in accordance with applicable tax laws and that such income or imputed income also may be subject
to tax withholding obligations that may be satisfied by deductions made from other compensation otherwise payable to the Executive
by the Employer.


 


3.11       Apportionment
of Obligations of Employer. The obligations for the payment of the amounts otherwise payable pursuant to this Section
3 shall be apportioned between the Company and the Bank as they may agree from time to time in their sole discretion. The satisfaction
of the obligations in this Section 3 and Section 4 shall be subject to any approvals or non-objections from, and
any conditions or restrictions imposed by, any regulator of the Employer.


 




    	 	4	 



     


    

 


3.12       Reimbursement
of Expenses; In-Kind Benefits. All expenses eligible for reimbursements described in this Agreement must be incurred by
the Executive during the Term to be eligible for reimbursement. All in-kind benefits described in this Section 3 must be
provided by the Employer during the Term. 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. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement
be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Neither rights
to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.


 


3.13       Clawback
of Incentive Compensation. The Executive agrees to repay any incentive compensation previously paid or otherwise made
available to the Executive under this Agreement that is subject to recovery under any applicable law (including any rule of any
exchange or service through which the securities of the Employer are then traded), including, but not limited to, the following
circumstances:


 


(a)          where
such compensation was in excess of what should have been paid or made available because the determination of the amount due was
based, in whole or in part, on materially inaccurate financial information of the Employer;


 


(b)          where
such compensation constitutes “excessive compensation” within the meaning of 12 C.F.R. Part 30, Appendix A;


 


(c)          where
the Executive has committed, is substantially responsible for, or has violated, the respective acts, omissions, conditions, or
offenses outlined under 12 C.F.R. Section 359.4(a)(4); and


 


(d)          if
the Employer becomes, and for so long as the Employer remains, subject to the provisions of 12 U.S.C. Section 1831o(f), where
such compensation exceeds the restrictions imposed on the senior executive officers of such an entity.


 


The
Executive agrees to return promptly any such compensation identified by the Employer by written notice provided pursuant to Section
12. If the Executive fails to return such compensation promptly, the Executive agrees that the amount of such compensation
may be deducted from any and all other compensation owed to the Executive by the Employer. If the Executive is then employed by
the Employer, the Executive acknowledges that the Employer may take appropriate disciplinary action (up to, and including, Termination
of Employment) if the Executive fails to return such compensation. The Executive acknowledges the Employer’s rights to engage
in any legal or equitable action or proceeding in order to enforce the provisions of this Section 3.13. The provisions
of this Section 3.13 shall be modified to the extent, and remain in effect for the period, required by applicable law.


 




    	 	5	 



     


    

 


4.           Termination;
Suspension or Reduction of Benefits. 


 


4.1         Termination
of Employment. During the Term, the Executive’s Termination of Employment under this Agreement may only occur as
follows:


 


(a)          By
the Employer by notice in writing:


 


(1)         for
Cause; provided that the Employer shall give the Executive any prior written notice required by Section 24(g);


 


(2)         without
Cause (other than pursuant to Section 4.1(a)(3) below) at any time, provided that the Employer shall give the Executive
thirty (30) days prior written notice of its intent; or


 


(3)         in
the event that a regulator for the Employer requires the Executive’s removal from service in one or more of the positions
described in Section 1.1.


 


Any
Termination of Employment effected by the Employer pursuant to Section 4.1(a)(1) or (2) shall be made only upon a decision
to that effect by (i) the Executive’s counterpart also serving as Co-Chief Executive Officer and Co-President of the Company
and (ii) Michael E. Daniels; provided that such action shall not be given effect unless and until the non-employee members of
the Executive Committee of the Board of Directors of the Company have been provided with prior written notice of such decision
and with the opportunity to reverse that decision by an absolute majority vote of the non-employee members of the Executive Committee
of the Board of Directors.


 


(b)          By
the Executive:


 


(1)         for
any reason (other than pursuant to Section 4.1(b)(2)), provided that the Executive shall give the Employer thirty (30)
days’ prior written notice of the Executive’s intent to effect such a Termination of Employment; or


 


(2)         for
Good Reason, provided that the Executive shall give the Employer the prior written notice described in Section 24(o).


 


(c)          Upon
the Executive becoming subject to a Disability.


 


(d)          At
any time upon mutual, written agreement of the parties.


 


(e)          Upon
expiration, including non-renewal, of the Term.


 


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


 




    	 	6	 



     


    

 


4.2         Severance.
If, prior to the expiration of the Term, the Executive experiences a Termination of Employment due to one of the following
events: (a) an involuntary termination by the Employer without Cause pursuant to Section 4.1(a)(2); (b) a resignation by
the Executive for Good Reason pursuant to Section 4.1(b)(2); (c) death pursuant to Section 4.1(f); or (d) Disability
pursuant to Section 4.1(c), then, upon such Termination of Employment, the Employer will pay severance to the Executive
in an amount equal to Two Million Dollars ($2,000,000), with such amount payable in a lump sum on a date determined by the Employer
but in no event later than sixty (60) days following the effective date of the Executive’s Termination of Employment.


 


4.3         Parachute
Payments. In the event shall any payment or other consideration described in this Agreement exceeds the amount permitted
by Code Section 280G, the Employer shall be under no obligation to mitigate the tax consequences to the Executive associated with
such an event. The Executive acknowledges and agrees that any such tax consequences are the Executive’s sole responsibility.


 


4.4         Effect
of Termination of Employment.


 


(a)          Upon
Executive’s Termination of Employment hereunder for any reason, the Employer shall have no further obligations to the Executive
or the Executive’s estate with respect to this Agreement, except for (1) the payment of any amount earned and owing under
this Agreement; (2) the reimbursement of any expenses under Section 3.7; and (3) the payment set forth in Section 4.2,
if applicable.


 


(b)          Notwithstanding
any other provision of this Agreement to the contrary, as a condition of the Employer’s payment of any amount in connection
with the Executive’s Termination of Employment pursuant to Section 4.2(a) or Section 4.2(b), the Executive
must execute and not timely revoke during any revocation period provided therein, a release in the form provided by the Employer.
The Employer shall provide the release to the Executive in sufficient time so that if the Executive timely executes and returns
the release, the revocation period will expire no later than sixty (60) days following the effective date of the Termination of
Employment. 


 


(c)          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 Termination of Employment, 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 Termination of Employment, the Executive is determined
to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) of the Employer (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 within thirty (30) days following the end of such six-month
period.


 




    	 	7	 



     


    

 


(d)          If
the Executive is a member of the board of directors of either the Company or any Affiliate of the Company and the Executive’s
employment is terminated by the Employer or by the Executive pursuant to Section 4.1, the Executive shall immediately resign
from the Executive’s position(s) on such board(s) of directors, effective no later than the effective date of the Termination
of Employment.


 


(e)          Notwithstanding
anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision
herein in contravention of the requirements of Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C.
Section 1828(k)).


 


4.5         Regulatory
Action. 


 


(a)          If
the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an
order issued under Section 8(e)(4) or 8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(4) and (g)(1)), all obligations of the Employer
under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due
and owing under Section 3.1 on the effective date of said order, and reimbursement under Section 3.7 of expenses
incurred as of the effective date of termination.


 


(b)          If
the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by
a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(3) and (g)(1)), all obligations of the
Employer 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, the Employer shall reinstate any of its obligations which were suspended to the extent permitted
by applicable law.


 


(c)          If
the Employer is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as
of the date of default, but the vested rights of the parties shall not be affected.


 


(d)          If
the Federal Deposit Insurance Corporation (“FDIC”) is appointed receiver or conservator under Section 11(c)
of the FDIA (12 U.S.C. Section 1821(c)) of the Employer or any depository institution controlled by the Employer, the Employer
shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such receivership or
conservatorship, other than any rights of the Executive that vested prior to such appointment. To the extent the Employer is or
encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent
with the authority of the FDIC.


 


(e)          If
the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. Section 1823(c)) to the Company or any depository
institution controlled by the Company, but excluding any such assistance provided to the industry generally, the Employer shall
have the right to terminate all obligations of the Employer under this Agreement as of the date of such assistance, other than
any rights of the Executive that vested prior to the FDIC action. To the extent the Employer is or encompasses a depository institution,
any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.


 




    	 	8	 



     


    

 


(f)          If
the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. Sections 1823(f) and (k)) by the Company or
any depository institution controlled by the Company, the Employer shall have the right to terminate all obligations of the Employer
under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction.
To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such
modifications that are consistent with the authority of the FDIC.


 


(g)          Notwithstanding
the timing for the payment of any severance amount described in Section 4.2, no such payments shall be made or commence,
as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Employer pursuant to 12
C.F.R. Section 359 prior to the receipt of such concurrence or consent.


 


(h)          All
obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as
may separately apply pursuant to any applicable state banking laws.


 


5.           Employer
Information.


 


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


 


5.2         Obligations
of the Executive. The Executive agrees:


 


(a)          to
hold Employer Information in strictest confidence;


 


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


 


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


 


provided,
however, that none of the foregoing obligations shall preclude the Executive from making any disclosures of Employer Information
required by law. In the event that the Executive is required by law to disclose any Employer 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 Employer 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.


 




    	 	9	 



     


    

 


5.3         Delivery
upon Request or Termination. Upon request by the Employer, and in any event upon the Executive’s Termination of
Employment with the Employer, the Executive will promptly deliver to the Employer all property belonging to the Employer and their
Affiliates, including, without limitation, all Employer Information then in the Executive’s possession or control.


 


6.           Non-Competition.
The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the event of the Executive’s
Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not
(except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indirectly, on the
Executive’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are
the same as or essentially the same as the services the Executive provided for the Employer. The Executive acknowledges and agrees
that the Business of the Employer is conducted in the Area.


 


7.           Non-Solicitation
of Customers. The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the
event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter,
the Executive will not (except on behalf of or with the prior written consent of the Employer) on the Executive’s 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 Employer’s customers with whom the Executive has or had Material Contact for purposes of providing products
or services that are competitive with those provided by the Employer in connection with the Business of the Employer.


 


8.           Non-Solicitation
of Employees. The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the
event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter,
the Executive will not (except on behalf of or with the prior written consent of the Employer) on the Executive’s own behalf
or in the service or on behalf of others, solicit or recruit or attempt to solicit or recruit any employee of the Employer with
whom the Executive had material contact during the last two (2) years of the Executive’s employment, whether or not such
employee is a full-time employee or a temporary employee of the Employer, such employment is pursuant to written agreement, for
a determined period, or 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 Employer
and their Affiliates, and that irreparable loss and damage will be suffered by the Employer should the Executive 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 Employer shall be entitled to seek a temporary restraining order and temporary and permanent injunctions to prevent a breach
or contemplated breach of any of the covenants. Furthermore, in addition to any other remedies, the Executive agrees that any
willful violation of the covenants in Sections 5 through 8 that results in material harm to the Employer will result in
the immediate forfeiture of any payment that otherwise is or may become due under Section 4.2. The Employer and the Executive
agree that all remedies available to the Employer shall be cumulative.


 




    	 	10	 



     


    

 


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 Employer
whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of any
of its rights hereunder.


 


12.         Notice.
All notices, requests, waivers and other communications required or permitted hereunder shall be in writing and shall be either
personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to
the recipient at the address below indicated:


 


	If to the Employer:	Nicolet Bankshares, Inc.
	 	111 N. Washington Street
	 	Green Bay, Wisconsin 54301
	 	Attn: Executive Committee
	 	 
	If to the Executive:	The address most recently on file with the Employer




 


or
such other address or to the attention of such other person as the recipient party shall have specified by prior written notice
to the sending party. All such notices, requests, waivers and other communications shall be deemed to have been effectively given:
(a) when personally delivered to the party to be notified; (b) when sent by confirmed facsimile to the party to be notified; (c)
five (5) business days after deposit in the United States Mail postage prepaid by certified or registered mail with return receipt
requested at any time other than during a general discontinuance of postal service due to strike, lockout, or otherwise (in which
case such notice, request, waiver or other communication shall be effectively given upon receipt) and addressed to the party to
be notified as set forth above; or (d) two (2) business days after deposit with a reputable overnight delivery service, postage
prepaid, addressed to the party to be notified as set forth above with next-business-day delivery guaranteed. A party may change
its or her notice address given above by giving the other party ten (10) days’ written notice of the new address in the
manner set forth above.


 




    	 	11	 



     


    

 


13.         Assignment.
The rights and obligations of the Employer under this Agreement shall inure to the benefit of and shall be binding upon the successors
and permitted assigns of the Employer, including without limitation, a purchaser of all or substantially all the assets of the
Employer. If the Agreement is assigned pursuant to the foregoing sentence, the assignment shall be by novation and the Employer
shall have no further liability hereunder, and the successor or assign, as applicable, shall become the “Employer”
hereunder, but the Executive will not be deemed to have experienced a Termination of Employment by virtue of such assignment.
The Agreement is a personal contract and the rights and interest of the Executive may not be assigned by the Executive. This Agreement
shall inure to the benefit of and be enforceable by the Executive and the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees.


 


14.         Waiver.
A waiver by one party to this Agreement of any breach of this Agreement by any 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.         Mediation.
Except with respect to Sections 5 through 9 above, and as provided in Section 16 hereof, if any dispute arises out
of or relates to this Agreement, or a breach thereof, and if the dispute can not be settled through direct discussions between
the parties, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation under the Commercial
Mediation Rules of the American Arbitration Association before resorting to any other process for resolving the dispute.


 


16.         Applicable
Law and Choice of Forum. This Agreement shall be construed and enforced under and in accordance with the laws of the State
of Wisconsin. The parties agree that any appropriate state court located in Brown County, Wisconsin or federal court for the Eastern
District of Wisconsin shall have jurisdiction of any case or controversy arising under or in connection with this Agreement shall
be a proper forum in which to adjudicate such case or controversy. The parties consent and waive any objection to the jurisdiction
or venue of such courts.


 


17.         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.


 


18.         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 Employer or the Executive unless
made in writing and signed by all parties. All prior understandings and agreements relating to the subject matter of this Agreement,
including, but not limited to, the Amended and Restated Employment Agreement by and between the Executive and Baylake Bank, dated
December 1, 2010 and the Change of Control Agreement by and between the Executive and Baylake Bank, dated July 31, 2015, are hereby
expressly terminated without any obligations owing to the Executive on account of the termination of those agreements.


 




    	 	12	 



     


    

 


19.         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.


 


20.         Costs
of Enforcement. In the event of a dispute related to a breach of the Agreement results in a legal action initiated by
either party to enforce its rights thereunder, the successful or prevailing party or parties in such action shall be entitled
to recover reasonable attorneys’ fees, court costs and all expenses, incurred in that action, in addition to any other relief
to which such party or parties may be entitled. The non-prevailing 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.


 


21.         Survival.
The obligations of the parties pursuant to Sections 3.13, 4.2, 5 through 9, 15, 16, 17, and 22, as applicable, shall survive
the Executive’s Termination of Employment hereunder for the period designated under each of those respective sections.


 


22.         Representation
Regarding Restrictive Covenants. The Executive represents that the Executive is not and, during the Term, will not become
a party to any non-competition or non-solicitation agreement or any other agreement which would prohibit the Executive from entering
into this Agreement or providing the services for the Employer contemplated by this Agreement on or after the Effective Date.
In the event the Executive is subject to any such agreement, this Agreement shall be rendered null and void and the Employer shall
have no obligations to the Executive under this Agreement.


 


23.         Section
409A. It is the intent of the parties that any payment to which the Executive is entitled under this Agreement be exempt
from Section 409A of the Code to the maximum extent permitted under Section 409A of the Code. However, to the extent any such
amounts are considered to be “nonqualified deferred compensation” subject to Section 409A of the Code, such amounts
shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A
of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Neither the Executive nor the Employer
shall intentionally take any action to accelerate or delay the payment of any amounts in any manner which would not be in compliance
with Section 409A of the Code without the consent of the other party. For purposes of this Agreement, all rights to payments shall
be treated as rights to receive a series of separate payments to the fullest extent allowed by Section 409A of the Code. It is
also intended that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section
409A, including those provided under Treasury Regulations Section 1.409A-1(b)(4) (regarding short-term deferrals), Section 1.409A-1(b)(9)(iii)
(regarding the severance pay exception) and Section 1.409A-1(b)(9)(iv) (regarding reimbursements and other separation pay).


 


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


 




    	 	13	 



     


    

 


(a)          “Affiliate”
shall mean any entity which controls, is controlled by, or is under common control with another entity. For this purpose,
“control” means ownership of more than fifty percent (50%) of the ordinary voting power of the outstanding equity
securities of an entity.


 


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


 


(c)          “Area”
shall mean the geographic areas encompassed by a fifty (50) mile radius from each of the Bank’s main business offices
in the cities of Green Bay, Appleton, Wausau and Sturgeon Bay, Wisconsin. It is the express intent of the parties that the Area
as defined herein is the area where the Executive performs services on behalf of the Employer under this Agreement.


 


(d)          “Bank”
means Nicolet National Bank, a national bank, or any successor thereto.


 


(e)          “Board
of Directors” shall mean the board of directors of the Company and/or of the Bank, as the context requires and,
where appropriate, includes any committee thereof or other designee.


 


(f)          “Business
of the Employer” shall mean the business conducted by the Employer, which is the business of commercial and consumer
banking and the provision of wealth management products and services.


 


(g)          “Cause”
shall mean any one of the following events:


 


(1)          willful
refusal by the Executive to follow a lawful direction of the Board of Directors provided the direction is not materially
inconsistent with the duties or responsibilities of the Executive’s job position, which refusal continues after the Board
of Directors has again given the direction in writing;


 


(2)          willful
disclosure by the Executive to an unauthorized person of Confidential Information or Trade Secrets, which causes material harm
to the Employer or an Affiliate; provided, however, that disclosure of Confidential Information in connection with any legal process
or in connection with any regulatory examination or review shall not constitute Cause;


 


(3)          any
act by the Executive of fraud against, material misappropriation from, or material dishonesty to either the Employer or an Affiliate;


 


(4)          a
material breach of this Agreement by the Executive, including, but not limited to Section 3.13 and Sections 5 through
8;


 


(5)          willful
conduct by the Executive that is illegal or gross misconduct or a willful and continual failure over a period exceeding thirty
(30) days to perform substantially the Executive’s duties under this Agreement (in the latter case, other than due to Disability),
in either case, only if such conduct presents materially and demonstrably injurious harm to the Employer or any Affiliate;


 




    	 	14	 



     


    

 


(6)          conviction
of the Executive of a felony or any crime involving breach of trust or moral turpitude;


 


(7)          receipt
of any form of written notice that any regulatory agency having jurisdiction over the Employer intends to institute any form of
formal regulatory action against the Executive, which the Employer reasonably anticipates will result in material and demonstrably
injurious harm to the Employer or any Affiliate; or


 


(8)          Executive’s
removal and/or permanent prohibition from participating in the conduct of the Employer’s affairs by an order issued under
Section 8(e)(4) or 8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(4) and (g)(1));


 


provided,
however, that in the case of circumstances described in Clauses (2) through (5), the nature of such circumstances shall be set
forth with reasonable particularity in a written notice to the Executive. The Executive shall have fifteen (15) business days
following delivery of such notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the
Board of Directors, susceptible to a cure.


 


(h)          “Code”
shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


 


(i)           “Competing
Business” shall mean any entity (other than the Employer and their Affiliates) that is conducting business that
is the same or substantially the same as the Business of the Employer.


 


(j)           “Confidential
Information” means data and information relating to the business of the Employer and their Affiliates (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 Employer and their Affiliates and which has value to
the Employer and their Affiliates 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 Employer or their Affiliates, provided that such
public disclosure shall not be deemed to be voluntary when made without authorization by the Executive or any other employee of
Employer, or that has been independently developed and disclosed by others, or that otherwise enters the public domain through
lawful means.


 


(k)          “Determination
Date” means (1) during the Executive’s employment, the date for which compliance is being determined, and
(2) following Executive’s Termination of Employment, the date of Executive’s Termination of Employment.


 


(l   )        “Disability”
shall mean that the Executive suffers from a physical or mental disability or infirmity that qualifies the Executive for disability
benefits under any accident and health plan maintained by the Employer that provides income replacement benefits due to disability
or, if the Employer does not maintain such a plan, the Executive’s inability to perform the essential functions of the Executive’s
job for a period of ninety (90) or more days, with or without reasonable accommodation, as a result of a physical or mental disability
or infirmity, as reasonably determined by the Employer.


 




    	 	15	 



     


    

 


(m)          “Effective
Date” means the effective date of the Merger Transaction.


 


(n)          “Employer
Information” means Confidential Information and Trade Secrets.


 


(o)          “Good
Reason” shall mean any of the following which occurs on or after the Effective Date:


 


(1)          a
material reduction of the Executive’s Annual Base Salary from its then current rate without the Executive’s consent,
other than a reduction that also is applied to substantially all other executive officers of the Employer if Executive’s
reduction is substantially proportionate to, or no greater than, the reduction applied to substantially all other executive officers;


 


(2)          a
material diminution in the authority, responsibilities or duties of the Executive as in effect immediately after the Effective
Date, without the Executive’s consent, other than any diminution attributable to the sharing of duties and responsibilities
with the Executive’s counterpart with whom the offices of Chief Executive Officer and Co-President are being shared;


 


(3)          a
material breach of this Agreement by the Employer;


 


(4)          any
requirement by the Employer that the Executive change where the Executive is to perform the duties required by this Agreement
to a geographic location outside of the Area, other than business travel consistent with the Employer’s practices for similarly
situated executives; or


 


(5)       a
failure by the Employer to offer the Executive in writing no less than ninety (90) days prior to the expiration of the Term the
opportunity to extend the Executive’s period of employment for a period of no less than an additional two (2) years under
a written employment agreement providing the Executive with a comparable position, scope of duties, base salary and annual bonus
opportunity and severance protection in the event of an involuntary termination of employment without cause equal to no less than
two (2) times the Executive’s then base salary and target annual bonus opportunity;


 


provided,
however, that in each case of the above, the Executive must provide written notice to the Employer of the occurrence of such action
or failure within thirty (30) days after the action or failure first occurs, and the Executive shall only have Good Reason to
terminate the Executive’s employment if the Employer fails to correct such action or failure within thirty (30) business
days following receipt of such notice. If the Employer does so fail to correct such action or failure, the Executive must resign
effective no later than fifteen (15) business days following expiration of the thirty (30)-day correction period.


 




    	 	16	 



     


    

 


(p)          “Material
Contact” means the contact between the Executive and each customer: (1) with whom or which the Executive dealt on
behalf of the Employer and/or one or more of their Affiliates in a business capacity or about whom or which the Executive obtained
Confidential Information in the ordinary course of business as a result of such Executive’s association with the Employer
and/or one or more of their Affiliates; and (2) who or which received products or services from the Employer and/or one or more
of their Affiliates within two years prior to the Determination Date.


 


(q)          “Term”
shall mean the period beginning with the Effective Date and ending on the last business day of the Employer immediately prior
to the second anniversary of the Effective Date.


 


(r)          “Termination
of Employment” shall mean a termination of the Executive’s employment where either: (1) the Executive has
ceased to perform any services for the Employer and all affiliated companies that, together with the Employer, constitute the
“service recipient” within the meaning of Code Section 409A and the regulations thereunder (collectively, the “Service
Recipient”) or (2) the level of bona fide services the Executive performs for the Service Recipient after a given date
(whether as an employee or as an independent contractor) is reasonably expected to permanently decrease (excluding a decrease
as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six
months, or if longer, so long as the Executive retains a right to reemployment with the Service Recipient under an applicable
statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service
Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period
of service if the Executive has been providing services to the Service Recipient for less than 36 months). For the avoidance of
doubt, whether a Termination of Employment occurs will be made in accordance with Treasury Regulation Section 1.409A-1(b).


 


(s)          “Trade
Secrets” means Employer or Affiliate 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:


 


(1)          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


 


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


 


[Signatures
on Following Page]


 




    	 	17	 



     


    

 


IN
WITNESS WHEREOF, the Employer and the Executive have executed and delivered this Agreement as of the date first shown above.


 


	 	Nicolet
    Bankshares, Inc.:
	 	 	 
	 	By:	/s/
    Robert B. Atwell
	 	 	Signature
	 	 	 
	 	 	Robert
    B. Atwell
	 	 	Print
    Name
	 	 	 
	 	 	Chairman,
    President and CEO
	 	 	Title


 


	 	Nicolet
    National Bank:
	 	 	 
	 	By:	/s/
    Robert B. Atwell
	 	 	Signature
	 	 	 
	 	 	Robert
    B. Atwell
	 	 	Print
    Name
	 	 	 
	 	 	CEO
	 	 	Title


 


	 	Executive:
	 	 
	 	/s/
    Robert J. Cera
	 	Robert
    J. Cera


 




    	 	18