Unassociated Document


    
      Exhibit
        10.1

      


      OTTAWA
        SAVINGS BANK

      SALARY
        CONTINUATION AGREEMENT

      


      This
        SALARY
        CONTINUATION AGREEMENT
        (the
“Agreement”) is adopted effective as of April 1, 2007,
        by and
between
        OTTAWA
        SAVINGS BANK,
        a
        federally-chartered savings bank
        located
        in
        Ottawa, Illinois (the
        “Bank”) and GARY
        L. OCEPEK
        (the
“Executive”).

      


      The
        purpose of this Agreement is to provide specified benefits to the Executive,
        a
        member of a
        select
        group
        of
        management or highly compensated employees who contribute materially to the
        continued growth, development, and future business success of the Bank. This
        Agreement shall be unfunded for tax purposes and for purposes of Title I
        of the
        Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time
        to time.

       

      ARTICLE
        1

      DEFINITIONS

      


      Whenever
        used in this Agreement, the following words and phrases shall have the meanings
        specified:

      


      Accrued
        Benefit means
        the
        amount of liability that should be accrued by the Bank (i.e., determined
        without
        regard to whether such liability is actually accrued) under Generally Accepted
        Accounting Principles (“GAAP”), for the Bank’s obligation to the Executive under
        this Agreement, by applying Accounting Principles Board Opinion Number 12
        (“APB
        12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS
        106”).

      


      Beneficiary
        means
        each designated person, or the estate of the deceased Executive, entitled
        to
        benefits, if any, upon the death of the Executive as determined pursuant
        to
        Article 4.

      


      Beneficiary
        Designation Form
        means
        the form established from time to time by the Plan Administrator that the
        Executive completes, signs, and returns to the Plan Administrator to designate
        one or more Beneficiaries.

      


      Board
        means
        the Board of Directors of the Bank.

       

      Change
        in Control
        means
        any of the following events:

      


      (a) Merger:
        The
        Company merges into or consolidates with another entity, or merges another
        corporation into the Company, and as a result, less than a majority of the
        combined voting power of the resulting corporation immediately after the
        merger
        or consolidation is held by persons who were stockholders of the Company
        immediately before the merger or consolidation;

      


      (b) Acquisition
        of Significant Share Ownership:
        There
        is filed, or is required to be filed, a report on Schedule 13D or another
        form
        or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d)
        of
        the Securities Exchange Act of 1934, as amended, if the schedule discloses
        that
        the filing person or persons acting in concert has or have become the beneficial
        owner of 25% or more of a class of the Company’s voting securities, but this
        clause (b) shall not apply to beneficial ownership of Company voting shares
        held
        in a fiduciary capacity by an entity of which the Company directly or indirectly
        beneficially owns 50% or more of its outstanding voting securities;

      


      (c) Change
        in Board Composition:
        During
        any period of two consecutive years, individuals who constitute the Company’s
        Board of Directors at the beginning of the two-year period cease for any
        reason
        to constitute at least a majority of the Company’s Board of Directors; provided,
        however, that for purposes of this clause (c), each director who is first
        elected by the board (or first nominated by the board for election by the
        members) by a vote of at least two-thirds (2/3) of the directors who were
        directors at the beginning of the two-year period shall be deemed to have
        also
        been a director at the beginning of such period; or

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) Sale
        of Assets:
        The
        Company sells to a third party all or substantially all of its assets.


      


      Notwithstanding
        anything in this Plan to the contrary, in no event shall the conversion of
        the
        Bank to the full stock holding company form of organization constitute a
“Change
        in Control” for purposes of this Plan. 

      


      Code
        means
        the Internal Revenue Code of 1986, as amended.

      


      Company
        means
        Ottawa Savings Bancorp, Inc., the holding company for the Bank.

      


      Disability means
        the
        Executive’s (a) inability to engage in any substantial gainful activity by
        reason of any medically determinable physical or mental impairment which
        can be
        expected to
        result
        in death or can be expected to last
        for
        a continuous period of not less
        than12 months; or (b) receipt of disability benefits
        for
        a
        period
        of
        3 months under an
        accident
        and health plan of the employer by reason of the participant’s medically
        determinable physical or mental impairment which can be
        expected
        to result in death or can be expected to last for a continuous period
        of
        not
        less than 12 months.

      


      Effective
        Date
        means
        April 1, 2007.

      


      Normal
        Retirement Age
        means
        the Executive attaining age sixty-five (65).

      


      Normal
        Retirement Date
        means
        the date of the Executive’s Separation from Service for any reason other than
        Termination for Cause on or after attaining Normal Retirement Age.

      


      Plan
        Administrator
        means
        the plan administrator described in Article 6.

      


      Plan
        Year
        means
        each twelve-month period commencing on January 1st
        and
        ending on December 31st
        of each
        year. The initial Plan Year shall commence on the Effective Date of this
        Agreement and end on the following December 31st.

      


      Schedule
        A
        means
        the schedule attached to this Agreement and made a part hereof. Schedule
        A may
        be updated as necessary upon a
        change
        in
        any of the benefits under Articles 2 or 3.

      


      Separation
        from Service
        means
        the Executive’s termination of employment with the Bank due to the Executive’s
        death, Disability, retirement, or such other termination of employment. The
        Executive will not be deemed to have experienced a Separation from Service
        if he
        is on military leave, sick leave, or other bona fide leave of absence, to
        the
        extent such leave does not exceed a period of six (6) months or such longer
        period of time as is protected by statute or contract. Whether or not the
        Executive has experienced a Separation from Service is dependent upon the
        facts
        and circumstances; provided, however, that the Executive will not be deemed
        to
        have experienced a Separation from Service if he continues to provide
        significant services for the Bank. For purposes of the preceding sentence,
        the
        Executive will be considered to provide “significant services” if he provides
        continuing services that average at least twenty percent (20%) of the services
        he provided during the immediately preceding three (3) full calendar years
        of
        employment. 

      


      Specified
        Employee
        means,
        if the stock of the Company is publicly traded on an established securities
        market or otherwise, a key employee (as defined in Section 416(i)(1)(A)(i),
        (ii)
        or (iii) thereunder and disregarding Section 416(i)(5)), at any time ending
        on
        the last day of the Plan Year in which the Executive incurs a Separation
        from
        Service.

      


      Termination
        for Cause
        shall
        mean the termination of the Executive’s employment by the Bank due to the
        Executive’s (a) personal dishonesty; (b) incompetence; (c) willful misconduct;
        (d) breach of fiduciary duty involving personal profit; (e) intentional failure
        to perform state duties; (f) willful violation of any law, rule or regulation
        (other than traffic violations or similar offenses); or (g) material breach
        by
        the Executive of any provision of this Agreement.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        2

      DISTRIBUTIONS
        DURING LIFETIME

      


      2.1 Normal
        Retirement Benefit.
        Upon
        Separation from Service for any reason other than Termination for Cause on
        or
        after Normal Retirement Age,
        or
        upon Separation from Service due to Disability prior to Normal Retirement
        Age,
the
        Bank
        shall distribute to the Executive the benefit described in this Section 2.1
        in
        lieu of any other benefit under this Article.

      


      2.1.1 Amount
        of Benefit.
        The
        annual benefit under this Section 2.1 is the amount set forth in Schedule
        A,
        attached hereto. The annual benefit shall be payable for a period of twenty
        (20)
        years following the Executive’s Normal Retirement Date or Separation from
        Service due to Disability prior to Normal Retirement Age. The annual benefit
        amount shall be subject to a simple cost of living adjustment (COLA) of three
        percent (3%) per year from the date benefits commence until the complete
        distribution of all benefit payments. If the Executive separates from service
        on
        a date following his Normal Retirement Age, his annual benefit shall equal
        the
        benefit list on Schedule A at his Normal Retirement Age increased annually,
        using the discount rate specified in Code Section 1274 (in effect on the
        date of
        termination) with annual payments subject to the 3% COLA. 

      


      2.1.2 Distribution
        of Benefit.
        The
        Bank shall distribute the benefit under this Section 2.1 to the Executive
        in two
        hundred and forty (240) consecutive monthly installments, commencing on the
        first day of the month following Separation from Service or, in the event
        of
        Separation from Service due to Disability, commencing on the first day of
        the
        month following the Executive’s attainment of Normal Retirement Age.
        Alternatively, the Executive may elect, subject to the requirements of Section
        409A of the Code, to receive a lump sum payment that is actuarially equivalent
        to the Normal Retirement benefit amount described in Section 2.1.1 (calculated
        as of the date of Separation from Service and using the discount rate specified
        in Code Section 1274 in effect on the date of termination). Such payment
        shall
        be made to the Executive within sixty (60) days after his Separation from
        Service. 

      


      
        
          
            2.2 
              Early
              Retirement Benefit.
              Upon
              Separation from Service for any reason other than Termination for Cause
              or
              Disability prior to Normal Retirement Age, the Bank shall distribute
              to the
              Executive the benefit described in this Section 2.2 in lieu of any
              other benefit
              under this Article.

          

        

      

      


      
        
          
            	
                  	2.2.1	
                    Amount
                      of Benefit. The
                      annual benefit under this Section 2.2 is the Accrued Benefit
                      as of the
                      date of the Executive’s Separation from Service.
                      

                  


          

        

      

      


      
        
          
            	
                  	2.2.2	
                    Distribution
                      of Benefit.
                      The Bank shall distribute the Accrued Benefit under this Section
                      2.2 to
                      the Executive in a lump sum payment. Such payment shall be
                      made to the
                      Executive within sixty (60) days after his Separation from
                      Service.
                      

                  


          

        

      

       

      2.3 Change
        in Control Benefit.
        Upon the
        Executive’s Separation from Service (other than Termination for Cause) following
        a Change in Control, the Executive shall be entitled to the benefit described
        in
        this Section 2.3 in lieu of any other benefit under this Article.

      


      2.3.1 Amount
        of Benefit.
        The
        benefit under this Section 2.3 is the Normal Retirement Benefit amount described
        in Section 2.1.1.

      


      2.3.2 Distribution
        of Benefit. The
        Bank
        shall distribute the benefit to the Executive in two hundred and forty (240)
        consecutive equal monthly installments commencing the first day of the month
        following the Executive’s attainment of Normal Retirement Age. Alternatively,
        the Executive may elect, subject to the requirements of Section 409A of the
        Code, to receive a lump sum payment that is actuarially equivalent to the
        Normal
        Retirement benefit amount described in Section 2.1.1 (calculated as of the
        date
        of Separation from Service and using the discount rate specified in Code
        Section
        1274 in effect on the date of termination). Such payment shall be made to
        the
        Executive within sixty (60) days after his Separation from Service.


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.4 Restriction
        on Timing of Distributions.
        Notwithstanding any provision of this Agreement to the contrary, if the
        Executive is considered a Specified Employee at Separation from Service as
        determined by the Bank in accordance with Section 409A of the Code, benefit
        distributions made upon Separation from Service may not commence earlier
        than
        six (6) months after the date of such Separation from Service. Therefore,
        in the
        event this Section 2.4 is applicable to the Executive, any distribution which
        would otherwise be paid to the Executive within the first six months following
        Separation from Service shall be accumulated and paid to the Executive in
        a lump
        sum (together with interest thereon at the then-prevailing prime rate) on
        the
        first day of the seventh month following the Separation from Service. All
        subsequent distributions shall be paid in the manner specified under this
        Article 2 of the Plan with respect to the applicable benefit. 

      


      2.5 Distributions
        Upon Income Inclusion Under Section 409A of the Code. Upon
        the
        inclusion of any amount into the Executive’s income as a result of the failure
        of this Agreement to comply with the requirements of Section 409A of the
        Code,
        to the extent such tax liability can be covered by the amount which the Bank
        has
        accrued with respect to the obligations described in this Article 2, a
        distribution shall be made as soon as is administratively practicable following
        the discovery of the compliance failure. 

      


      2.6 Change
        in Form or Timing of Distributions.
        For
        distributions of benefits under this Article 2,
        the
        Executive and the Bank may, subject to the terms of Section 8.1,
        amend
        the
        Agreement to delay the timing or change
        the form of distributions.
        Any such amendment:

      


      
        	 	
                (a)

              	
                may
                  not accelerate the time
                  or
                  schedule of any distribution, except as provided in Section 409A
                  of the
                  Code and the Regulations
                  thereunder;

              


      

      


      
        	 	
                (b)

              	
                must be
                  made at least twelve (12) months prior to the first scheduled
                  distribution;

              


      

      


      
        	 	
                (c)

              	
                must
                  delay the commencement of distributions for a minimum of five (5)
                  years
                  from the date the first distribution was originally scheduled to
                  be made;
                  and

              


      

      


      
        	 	
                (d)

              	
                must
                  take effect not less than twelve (12) months after the amendment
                  is
                  made.

              


      

      


      ARTICLE
        3

      DISTRIBUTION
        AT DEATH

      


      3.1 Death
        While in Service.
        If the
        Executive dies while employed by the Bank, the Executive’s Beneficiary shall be
        entitled to a death benefit equal to the Accrued Benefit under this Agreement.
        The Bank shall distribute the Accrued Benefit to the Executive’s Beneficiary in
        a lump sum within sixty (60) days following the date of the Bank’s receipt of
        the Executive’s death certificate. The Accrued Benefit shall be distributed in
        lieu of the benefits described under Article 2. 

      


      3.2 Death
        During Distribution Period.
        If the
        Executive dies after Separation from Service while entitled to or receiving
        benefit distributions under this Agreement, the
        Bank
        shall distribute to the
        Beneficiary the
        Executive’s remaining
        benefit
        in a lump sum within sixty (60) days following the date of the Bank’s receipt of
        the Executive’s death certificate. The lump sum benefit shall be distributed in
        lieu of the benefits described under Article 2. 

      


      ARTICLE
        4

      BENEFICIARIES

      


      4.1 Beneficiary.
        The
        Executive shall have the right, at any time, to designate a Beneficiary to
        receive
        any benefit distributions
        under this Agreement upon the death of the Executive. The
        Beneficiary
        designated
        under
        this Agreement may
        be
        the
        same as or different from the beneficiary
        designation
        under any other
        plan
of
        the
        Bank in
        which
        the Executive
        participates.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.2 Beneficiary
        Designation: Change.
        The
        Executive shall designate a Beneficiary by completing and signing the
        Beneficiary Designation Form, and delivering
        it
        to the
        Plan Administrator or its designated agent. The Executive’s beneficiary
        designation shall be deemed automatically
        revoked
        if the Beneficiary
        predeceases
        the Executive or if the Executive names a spouse as Beneficiary and
        the
        marriage is subsequently dissolved. The Executive shall have the right to
        change
        a Beneficiary by completing, signing and otherwise complying with the terms
        of
        the Beneficiary Designation Form and the Plan Administrator’s rules and
        procedures, as in effect from time
        to
        time.
Upon
        the
        acceptance by the Plan
        Administrator
        of a new
        Beneficiary Designation
        Form,
        all
        Beneficiary designations previously filed shall be cancelled. The Plan
        Administrator shall be entitled
        to
        rely
        on the
        last
        Beneficiary
        Designation
        Form filed
        by
        the Executive and accepted by the Plan Administrator prior to the Executive’s
        death.

      


      4.3 Acknowledgment.
        No
        designation or change in designation of a Beneficiary shall be effective
        until
        received, accepted and acknowledged in writing by the Plan Administrator
        or its
        designated agent.

      


      4.4 No
        Beneficiary Designation.
        If the
        Executive dies without a valid beneficiary designation, or if all designated
        Beneficiaries
        predecease
        the Executive, then the Executive’s spouse shall be the designated Beneficiary.
        If the Executive has no surviving spouse, the benefits shall be made to the
        personal representative of the Executive’s estate.

      


      4.5 Facility
        of Distribution.
        If the
        Plan Administrator determines in its discretion that a benefit is to be
        distributed to a minor, to a person declared incompetent, or to a person
        incapable of handling the disposition of that person’s property, the Plan
        Administrator may direct distribution of such benefit
        to
        the
        guardian, legal representative or person having
        the care or custody
        of
        such minor,
        incompetent
        person or incapable person. The
        Plan
        Administrator may require proof of incompetence, minority or guardianship
        as it
        may deem appropriate prior to distribution of the benefit. Any distribution
        of a
        benefit shall be a distribution for the account of the Executive and the
        Executive’s Beneficiary, as the case may
        be,
        and
        shall be a complete
        discharge
        of any liability under the Agreement for such distribution amount.

      


      ARTICLE
        5

      GENERAL
        LIMITATIONS

      


      5.1 Termination
        for Cause.
        Notwithstanding any provision of this Agreement to the contrary, the Bank
        shall
        not
        pay
        any benefit under this Agreement
        following the Executive’s Termination for Cause.
        

      


      ARTICLE
        6

      ADMINISTRATION
        OF AGREEMENT

      


      6.1 Plan
        Administrator Duties.
        This
        Agreement shall be administered by a Plan Administrator which shall consist
        of
        the Board, or such committee or person(s) as the Board shall appoint. The
        Plan
        Administrator shall administer this Agreement according to its express terms
        and
        shall also have the discretion and authority
        to
        (a)
        make, amend, interpret and enforce all appropriate rules and regulations
        for the
        administration of this Agreement and (b) decide or resolve any and all questions
        including interpretations of this Agreement,
        as may
        arise
        in
        connection with the Agreement to the extent the exercise of such discretion
        and
        authority does not conflict with Section 409A of the Code and the regulations
        thereunder.

      


      6.2 Agents.
        In the
        administration of this Agreement, the Plan Administrator may employ agents
        and
        delegate to them such administrative duties as it sees fit, (including acting
        through a duly
        appointed
        representative), and may from time
        to
        time
        consult with counsel who may be counsel to the
        Bank.

      


      6.3 Binding
        Effect of Decisions.
        The
        decision or action of
        the
        Plan
        Administrator with respect to any question arising
        out
        of
        or
        in
        connection with the administration, interpretation
        and application of the Agreement and the rules and
        regulations promulgated hereunder
        shall be final and conclusive and binding upon all persons having any interest
        in the Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.4 Indemnity
        of Plan Administrator. The
        Bank
        shall
        indemnify
        and
        hold
        harmless the members of the
        Plan
        Administrator against
        any
        and
        all claims, losses, damages, expenses or
        liabilities arising
        from any
        action or failure to
        act
        with
        respect
        to
        this
        Agreement, except in the case of willful misconduct by the Plan Administrator
        or
        any of its members.

      


      6.5 Provision
        of Information.
        To
        enable the Plan Administrator to perform its functions, the Bank shall supply
        full and timely information to the Plan Administrator on all matters relating
        to
        the date and circumstances of the Disability, death, or Separation from Service
        of the Executive and such other pertinent information as the Plan Administrator
        may reasonably require. 

      


      ARTICLE
        7

      CLAIMS
        AND REVIEW PROCEDURES

      


      7.1 Claims
        Procedure. Any
        individual (“Claimant”) who has not received benefits under
        this Agreement that he or she believes should be paid shall make a claim
        for
        such benefits
        as follows:

      


      7.1.1 Initiation
        - Written Claim.
        The
        Claimant initiates a claim by submitting to
        the Bank
        a written claim for the benefits.

      


      7.1.2 Timing
        of Bank Response.
        The
        Bank shall respond to such Claimant within ninety (90) days after receiving
        the
        claim. If the Bank
        determines that special circumstances require additional time for
        processing the claim, the Bank can extend the response period by an additional
        ninety (90) days by notifying the Claimant in writing, prior to the end of
        the
        initial ninety (90) day period, that an additional period is required.
The
        notice of extension must set forth the special
        circumstances
        and the
        date by which the Bank expects to render its decision.

      


      7.1.3 Notice
        of Decision.
        If the
        Bank denies part or all of the claim, the Bank shall
        notify
        the
        Claimant
        in writing of such denial. The Bank shall
        write
        the
        notification in a manner calculated to be understood by the Claimant. The
        notification shall set forth:

      


      
        	
              	(a)	
                The
                  specific reasons for the denial,

              


      

      


      
        	
              	(b)	
                A
                  reference to the specific provisions of this Agreement on which
                  the denial
                  is based,

              


      

      


      
        	
              	(c)	
                A
                  description of any
                  additional information
                  or material necessary for the Claimant to perfect the claim and
                  an
                  explanation of why it is needed,

              


      

      


      
        	
              	(d)	
                An
                  explanation of this Agreement’s review procedures and the time limits
                  applicable to such procedures, and

              


      

      


      
        	
              	(e)	
                A
                  statement of the Claimant’s
                  right
                  to
                  bring
                  a civil action under ERISA Section 502(a) following an adverse
                  benefit
                  determination on review.

              


      

      


      7.2 Review
        Procedure.
        If the
        Bank denies part
        or
        all of
        the claim, the Claimant shall have the opportunity
        for
        a
        full
        and
fair
        review
        by
        the Bank of the denial, as follows:

      


      7.2.1 Initiation
        - Written Request.
        To
        initiate the review, the Claimant, within 60 days
        after
        receiving
        the
        Bank’s notice of denial,
        must
        file
        with the Bank a
        written
        request for review.

      


      7.2.2
         Additional
        Submissions - Information Access.
        The
        Claimant shall then have the opportunity to submit written comments, documents,
        records and other information relating to the claim. The Bank shall also
        provide
        the Claimant, upon request and
        free
        of
        charge, reasonable access to, and copies of, all documents,
        records and
        other
        information relevant (as defined
        in applicable ERISA
        regulations)
        to the Claimant’s claim for benefits.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.2.3
         Considerations
        on Review.
        In
        considering the review, the Bank shall
        take
        into
        account all materials and information the Claimant submits relating to the
        claim, without
        regard to
        whether
        such
        information was submitted
        or
        considered the initial benefit determination:

      


      7.2.4
         Timing
        of
        Bank Response.
        The Bank
        shall respond in writing to such Claimant
        within 60
        days
        after
        receiving
        the
        request
        for
        review.
        If
        the
        Bank determines that special circumstances require additional time for
        processing the claim, the Bank can extend the response period by an additional
        60 days by notifying the Claimant in writing, prior to the end the initial
        60-day period, that an additional period is required. The notice of extension
        must set forth the special circumstances and the date by which the Bank expects
        to render its decision.

      


      7.2.5
         Notice
        of Decision.
        The Bank
        shall notify the
        Claimant in
        writing of its decision on review. The Bank shall write the notification
        in a
        manner calculated to be understood by the Claimant. The notification shall
        set
        forth:

      


      
        	 	 	
                (a)

              	
                The
                  specific reasons for the denial,

              


      

      
        	 	 	
                (b)

              	
                A
                  reference to the specific provisions of this Agreement on which
                  the denial
                  is based,

              


      

      


      
        	 	 	
                (c)

              	
                A
                  statement that the Claimant is entitled to receive, upon request
                  and free
                  of charge, reasonable access to, and copies of, all documents,
                  records and
                  other information relevant (as defined in applicable
                  ERISA regulations) to the Claimant’s claim for benefits,
                  and

              


      

      


      
        	 	 	
                (d)

              	
                A
                  statement of the Claimant’s right to bring a civil action under ERISA
                  Section 502(a).

              


      

      


      ARTICLE
        8

      AMENDMENTS
        AND TERMINATION

      


      8.1 Amendments. This
        Agreement may be amended only by a written agreement signed by the Bank
        and
        the
        Executive. However,
        the Bank
        may
        unilaterally amend this Agreement to conform with written
        directives
        to the Bank from its auditors or banking regulators or
        to
        comply
        with
        legislative or tax law, including, without limitation, Section 409A of the
        Code
        and any and all regulations and guidance promulgated thereunder.

      


      8.2 Plan
        Termination Generally. This
        Agreement may be terminated only by a written agreement signed by the Bank
        and
        the Executive. However, the Bank may unilaterally amend this Agreement to
        conform with written directives to the Bank from its auditors or banking
        regulators or to comply with legislative or tax law, including without
limitation
        Section
        409A of the Code and any and all regulations and
        guidance
        promulgated
        thereunder. The
        benefit shall
        be
        frozen as
        of the
        date the Agreement is terminated.
        Except
        as
        provided in Section 8.3, the termination of this Agreement shall not cause
        a
        distribution of benefits under this Agreement. Rather, upon such termination
        benefit
        distributions will be made at the earliest distribution event permitted under
        Article
        2 or
        Article 3.

      


      8.3 Plan
        Terminations Under Section 409A. Notwithstanding
        anything to the contrary in Section 8.2, if the Bank terminates this Agreement
        in the following circumstances:

      


      
        	 	 	 	
                (a)

              	
                Within
                  thirty (30) days before, or twelve (12) months after, a change
                  in the
                  ownership or effective control of the Bank, or in the ownership
                  of a
                  substantial portion of the assets of the Bank as described in Section
                  409A(2)(A)(v) of the Code, provided that all distributions are
                  made no
                  later than twelve (12) months following such termination of the
                  Agreement
                  and further provided that all the Bank’s arrangements which are
                  substantially similar to the Agreement are terminated so the Executive
                  and
                  all participants in the similar arrangements are
                  required
                  to receive all amounts of compensation deferred under the terminated
                  arrangements within twelve (l 2) months of the termination of the
                  arrangements;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	
                (b)

              	
                Upon
                  the
                  Bank’s dissolution or with the approval of a bankruptcy court provided
                  that
                  the amounts
                  deferred under the Agreement are included in the Executive’s gross income
                  in the latest of (i) the calendar year in
                  which
                  the Agreement terminates; (ii) the calendar year in which the amount
                  is no
                  longer subject
                  to a substantial risk of forfeiture; or (iii) the first calendar
                  year in
                  which the distribution is administratively practical;
                  or

              


      

      


      
        	 	 	 	
                (c)

              	
                Upon
                  the Bank’s termination of this and all other non-account balance plans (as
                  referenced in Section 409A of the Code or the regulations thereunder),
                  provided that all distributions are made no earlier than twelve
                  (12)
                  months and no later
                  than twenty-four (24)
                  months following such termination, and the Bank
                  does not adopt any new non-account balance plans for a minimum
                  of five (5)
                  years following the date of such
                  termination;

              


      

      


      the
        Bank
        may distribute
        the
        Accrued Benefit, determined
        as of the date of the termination
        of the Agreement, to the Executive in a lump sum subject to the above
        terms.

      


      ARTICLE
        9

      MISCELLANEOUS

      


      9.1 Binding
        Effect. This
        Agreement shall bind the Executive and the Bank, and their beneficiaries,
        survivors, executors, administrators and transferees.

       

      9.2 No
        Guarantee of Employment. 
        This
        Agreement is not a contract for employment. It does not give the Executive
        the
        right to remain as an employee of the Bank, nor does it interfere
        with the Bank’s right to discharge the
        Executive.
        It also does not require the
        Executive to remain an employee nor interfere with the Executive’s right to
        terminate employment at any time.

      


      9.3
         Non-Transferability.
        Benefits
        under this Agreement cannot be sold, transferred, assigned, pledged, attached
        or
        encumbered in any manner.

      


      9.4 Tax
        Withholding and Reporting. The
        Bank
        shall withhold any taxes that are required to be withheld, including, but
        not
        limited to, taxes owed under Section 409A of the Code and regulations
        thereunder, from the benefits provided under this Agreement.
        The
        Executive acknowledges that
        the
        Bank’s sole liability regarding taxes is to forward any amounts withheld to the
        appropriate taxing authority(ies). Further, the
        Bank
        shall satisfy all applicable reporting requirements, including those under
        Section 409A of the Code and regulations thereunder.

      


      9.5 Applicable
        Law. 
        The
        Agreement and all rights hereunder shall be governed by the laws of the State
        of
        Illinois, except to the extent preempted by federal law.

      


      9.6 Unfunded
        Arrangement. The
        Executive and the Beneficiary are general unsecured creditors of the Bank
        for
        the distribution of benefits under this Agreement.
        The
        benefits represent the mere
        promise
        by the Bank to
        distribute
        such benefits. The rights to benefits are not subject in any manner to
        anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
        attachment, or garnishment by creditors. Any insurance on the Executive’s life
        or other informal funding asset is a general asset of the Bank to which the
        Executive and Beneficiary have no preferred or secured claim.

      


      9.7 Successors. 
        This
        Agreement shall be binding upon each of the parties and shall also be binding
        upon the Employer’s successors and assigns.

      


      9.8 Entire
        Agreement. 
        This
        Agreement constitutes the entire agreement between the Bank,
        and the
        Executive as
        to
the
        subject matter hereof. No rights are granted to the Executive by virtue of
        this
        Agreement other than those specifically set forth herein.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      9.9 Interpretation. 
        Wherever
        the fulfillment of the intent and purpose of this Agreement requires, and
        the
        context will permit, the
        use
        of
        the masculine gender includes the feminine and use of the singular includes
        the
        plural.

      


      9.10 Alternative
        Action. 
        In the
        event it shall become impossible for the Bank or the
        Plan
        Administrator to perform any act required by this Agreement, the Bank or
        Plan
        Administrator may in its discretion perform such alternative act as most
        nearly
        carries out the intent and purpose of this Agreement and is in the best
        interests of the Bank, provided that such alternative acts do not violate
        Section 409A of the Code.

      


      9.11 Heading. 
        Article
        and section headings are for convenient reference only and shall not control
        or
        affect the meaning or construction of any of its provisions.

      


      9.12 Validity. 
        In case
        any provision of this Agreement shall be illegal or invalid for any reason,
        said
        illegality or invalidity shall not affect the remaining parts hereof, but
        this
        Agreement shall be construed and enforced as if such illegal and invalid
        provision
        has never
        been inserted
        herein.

      


      9.13 Notice.
        Any
        notice or filing required or
        permitted
        to be given to the Bank or Plan Administrator under this Agreement shall
        be
        sufficient if in writing and hand-delivered, or sent by registered or certified
        mail,
        to
the
        following address:

      


      Ottawa
        Savings Bank

      925
        LaSalle Street

      Ottawa,
        Illinois 61350

      


      Such
        notice shall be deemed given as of the date of delivery or, if delivery is
        made
        by mail, as of the date shown on the postmark on the receipt for registration
        or
        certification.

      


      Any
        notice or filing required or permitted to be given to the Executive under
        this
        Agreement shall be sufficient if in writing and hand-delivered; or sent by
        mail,
        to the last known address of the Executive.

      


      9.14 Compliance
        with Section 409A.
        This
        Agreement shall at all times be administered and the provisions of this
        Agreement shall be interpreted consistent with the requirements of Section
        409A
        of the Code and any and all regulations issued thereunder.

      


      IN
        WITNESS WHEREOF,
        the
        Executive and a duly authorized representative of the Bank have signed this
        Agreement as of the date first written above.

       

      
        	
                EXECUTIVE:

              	 	 	
                OTTAWA SAVINGS BANK

              
	 	 	 	 
	 	 	 	 
	 	 	
                By 

              	 
	
                Gary L. Ocepek

              	 	 	 
	 	 	 	 
	 	 	 	
                Title Chairman of the Compensation Committee

              


      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      BENEFICIARY
        DESIGNATION

      


      
        	x	
                New
                  Designation 

              


      

      
        
          	o	
                  Change
                    in Designation

                


        

      

       

      I,
        Gary
        L. Ocepek, designate the following as Beneficiary under the
        Agreement:

      

        
          	
                  Primary:

                	 	 	 
	
                  Shelli
                    J. Ocepek, Spouse

                	 	 	
                  100

                	
                  %

                
	 	 	 	 	 
	
                  Contingent:

                	 	 	 	 
	
                  Ryan
                    L. Ocepek, Son

                	 	 	
                  33
                    1/3

                	 
	
                  Brady
                    J. Ocepek, Son

                	 	 	
                  33
                    1/3

                	 
	
                  Casey
                    S. Ocepek, Son

                	 	 	
                  33
                    1/3

                	 


        

      

       

      Notes:

       

      
        	 	
                ·

              	
                Please
                  PRINT CLEARLY or TYPE the names of the
                  beneficiaries.

              


      

      
        	 	
                ·

              	
                To
                  name a trust as beneficiary, please provide the name of the trustee(s)
                  and
                  the exact
                  name and date of the trust
                  agreement.

              


      

      
        	 	
                ·

              	
                To
                  name your estate as beneficiary, please write “Estate of
                  _[your
                  name]_”.

              


      

      
        	 	
                ·

              	
                Be
                  aware that none of the contingent beneficiaries will receive anything
                  unless ALL of the primary beneficiaries predecease
                  you.

              


      

      


      I
        understand that I may change these beneficiary designations by delivering
        a new
        written designation to the Bank, which shall be effective only upon receipt
        and
        acknowledgment by the Bank prior to my death. I further understand that the
        designations will be automatically revoked if the beneficiary predeceases
        me,
        or, if I have named my spouse as beneficiary and our marriage is subsequently
        dissolved.

    

     

    
      
        	
                Name:
                  

              	
                Gary
                  L. Ocepek

              	 
	 	 	 
	
                Signature:

              	 	
                    Date:    September
                  19, 2007

              


      

    

     

    
      
        Received
          by the Bank this 19th day of September, 2007

         

        
          
            	
                    By:

                  	 	 
	 	
                    Keith
                      Johnson

                  	 
	
                    Title:
                      Chairman of the Compensation
                      Committee