Exhibit 10.5


 


AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN AGREEMENT


 


This Amended and Restated
Supplemental Executive Retirement Plan Agreement (the "Agreement"), is made and entered into as of the 18th
day of November 2015, by and between The Farmers National Bank of Emlenton, located in Emlenton, Pennsylvania (hereinafter referred
to as the "Employer"), and Matthew J. Lucco (hereinafter referred to as the "Executive").


 


WITNESSETH:


 


WHEREAS, the Executive
is employed by the Employer;


 


WHEREAS, the Employer
recognizes the valuable services the Executive has performed for the Employer and wishes to encourage the Executive's continued
employment and to provide the Executive with additional incentive to achieve corporate objectives;


 


WHEREAS, the Executive
and the Employer previously entered into a supplemental executive retirement plan agreement dated as of August 31, 2012 (the “Prior
Agreement”);


 


WHEREAS, the Executive
and the Employer now desire to amend and restate the Prior Agreement to (a) provide for vested early termination benefits prior
to September 30, 2017, (b) provide that the restrictive covenants in Section 7.10 shall be applicable following a Change in Control,
(c) reduce the time period that the restrictive covenants in Section 7.10 shall be applicable in the event of a Separation from
Service prior to a Change in Control, and (d) make certain other changes;


 


WHEREAS, the Employer
wishes to provide the terms and conditions upon which the Employer shall pay additional retirement benefits to the Executive;


 


WHEREAS, the Employer
and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A;
and


 


WHEREAS, the Employer
intends this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified
deferred compensation arrangement, maintained primarily to provide supplemental retirement benefits for the Executive, a member
of select group of management or highly compensated employee of the Employer.


 


NOW THEREFORE, in consideration
of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:


 


ARTICLE 1


DEFINITIONS


 


For the purpose of
this Agreement, the following phrases or terms shall have the indicated meanings:


 




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1.1           "Accrued
Benefit" means the dollar value of the liability that should be accrued by the Employer, under Generally Accepted Accounting
Principles, for the Employer's obligation to the Executive under this Agreement, calculated by applying Accounting Standards Codification
710-10 and the Discount Rate.


 


1.2           "Administrator"
means the Board or its designee.


 


1.3           "Affiliate"
means any business entity with whom the Employer would be considered a single employer under Sections 414(b) and 414(c) of the
Code. Such term shall be interpreted in a manner consistent with the definition of "service recipient'' contained in Code
Section 409A.


 


1.4           "Beneficiary"
means the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executive's
death.


 


1.5           "Board"
means the Board of Directors of the Employer.


 


1.6           "Cause"
means any of the following acts or circumstances: gross negligence or gross neglect of duties to the Employer; conviction of a
felony or of a gross misdemeanor involving moral turpitude in connection with the Executive's employment with the Employer; fraud,
disloyalty, dishonesty or willful violation of any law or significant Employer policy committed in connection with the Executive's
employment and resulting in a material adverse effect on the Employer; or the Executive becoming subject to any final removal or
prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.


 


1.7           "Change
in Control" means a change in the ownership of the Corporation or the Employer, a change in the effective control of the
Corporation or the Employer, or a change in the ownership of a substantial portion of the assets of the Corporation or the Employer,
in each case as provided under Code Section 409A and the regulations thereunder.


 


1.8           "Claimant"
means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.


 


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


 


1.10         "Corporation"
means Emclaire Financial Corp.


 


1.11         "Disability"
means a condition of the Executive whereby the Executive either: (i) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees
of the Employer. The Administrator will determine whether the Executive has incurred a Disability based on its own good faith determination
and may require the Executive to submit to reasonable physical and mental examinations for this purpose. The Executive will also
be deemed to have incurred a Disability if determined to be totally disabled by the Social Security Administration or in accordance
with a disability insurance program, provided that the definition of disability applied under such disability insurance program
complies with the initial sentence of this Section.


 




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1.12         "Discount
Rate" means the rate used by the Administrator for determining the Accrued Benefit. The initial Discount Rate is four
and three-quarters percent (4.75%). The Administrator may adjust the Discount Rate to maintain the rate within reasonable standards
according to Generally Accepted Accounting Principles and applicable bank regulatory guidance.


 


1.13         "Early
Termination" means Separation fromService before Normal Retirement Age except when such Separation from Service occurs
following a Change in Control or due to termination for Cause.


 


1.14         "Effective
Date" means September 1, 2012.


 


1.15         "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended.


 


1.16         "Normal
Retirement Age" means the date the Executive attains age sixty-five (65).


 


1.17         "Plan
Year" means each twelve (12) month period commencing on October 1 and ending on September 30 of each year. The initial
Plan Year shall commence on the Effective Date and end on the following September 30.


 


1.18         "Schedule
A" means the schedule attached hereto and made a part hereof. Schedule A shall be updated upon a change to any of the
benefits described in Article 2 hereof.


 


1.19         "Separation
from Service" means a termination of the Executive's employment with the Employer and its Affiliates for reasons other
than death or Disability. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the
Executive continues to provide some services for the Employer or its Affiliates after that date, provided that the facts and circumstances
indicate that the Employer and the Executive reasonably anticipated at that date that either no further services would be performed
after that date, or that the level of bona fide services the Executive would perform after such date (whether as an employee or
as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide
services performed over the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed
services for the Employer, if that is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred
while the Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not
exceed six (6) months or, if longer, the period for which a statute or contract provides the Executive with the right to reemployment
with the Employer. If the Executive’s leave exceeds six (6) months but the Executive is not entitled to reemployment under
a statute or contract, the Executive incurs a Separation of Service on the next day following the expiration of such six (6) month
period. In determining whether a Separation of Service occurs, the Administrator shall take into account, among other things, the
definition of "service recipient" and "employer" set forth in Treasury Regulation §1.409A-1(h)(3). The
Administrator shall have full and final authority to determine conclusively whether a Separation from Service occurs, and the date
of such Separation from Service.


 




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1.20         "Specified
Employee" means an individual that satisfies the definition of a "key employee" of the Employer as such term
is defined in Code §416(i) (without regard to Code §416(i)(5)), provided that the stock of the Employer is publicly traded
on an established securities market or otherwise, as defined in Code §1.897-l(m). If the Executive is a key employee at any
time during the twelve (12) months ending on December 31, the Executive is a Specified Employee for the twelve (12) month period
commencing on the first day of the following April.


 


ARTICLE 2


PAYMENT OF BENEFITS


 


2.1           Normal
Retirement Benefit. Upon Separation from Service after Normal Retirement Age, the Employer shall pay the Executive an annual
benefit in the amount of Fifty-Two Thousand Dollars ($52,000) in lieu of any other benefit hereunder. The annual benefit will be
paid in equal monthly installments commencing the first day of the month following Separation from Service and continuing for twenty
(20) years, subject to the conditions and limitations hereinafter set forth.


 


2.2           Early
Termination Benefit. If Early Termination occurs, the Employer shall pay the Executive the Early Termination annual benefit
shown on Schedule A for the Plan Year ending immediately prior to Separation from Service in lieu of any other benefit hereunder.
As the Schedule A shows, prior to the end of the third complete Plan Year after the Effective Date (September 30, 2015), the Executive
shall not be eligible for any Early Termination benefit hereunder. The annual benefit will be paid in equal monthly installments
commencing the first day of the month following Separation from Service and continuing for five (5) years.


 


2.3           Disability
Benefit. In the event the Executive suffers a Disability prior to Normal Retirement Age, the Employer shall pay the Executive
the Disability annual benefit shown on Schedule A for the Plan Year ending immediately prior to Disability in lieu of any other
benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the first day of the month following
Normal Retirement Age and continuing for twenty (20) years.


 


2.4           Change
in Control Benefit. If a Change in Control occurs prior to Separation from Service and prior to Normal Retirement Age, the
Employer shall pay the Executive the Change in Control benefit amount shown on Schedule A for the Plan Year ending immediately
prior to the Change in Control in lieu of any other benefit hereunder. The benefit will be paid in a lump sum within ninety (90)
days following the Change in Control, with the precise date of payment within such period determined by the Employer in its sole
discretion; provided, however, that if the 90-day period commences in one calendar year and ends in the succeeding calendar year,
then the payment shall not be paid until the succeeding calendar year.


 




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2.5         Death
During Active Service and Prior to Change in Control. In the event the Executive dies prior to becoming entitled to any other
benefit hereunder, the Employer shall pay the death benefit shown on Schedule A for the Plan Year ending immediately prior to the
Executive's death in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing
the first day of the month following the Executive's death and continuing for twenty (20) years.


 


2.6         Death
Prior to Commencement of Benefits. In the event the Executive dies after becoming entitled to a benefit hereunder but prior
to commencement of benefit payments, the Employer shall pay the Beneficiary the same amounts at the same times as the Employer
would have paid the Executive had the Executive survived.


 


2.7         Death
Subsequent to Commencement of Benefit Payments. In the event the Executive dies while receiving payments, but prior to receiving
all payments due and owing hereunder, the Employer shall pay the Beneficiary the remaining benefits at the same time and in the
same amounts as the Employer would have paid the Executive had the Executive survived.


 


2.8         Termination
for Cause. If the Employer terminates the Executive’s employment for Cause, then the Executive shall not be entitled
to any benefits under the terms of this Agreement.


 


2.9         Restriction
on Commencement of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered
a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder.
Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first
six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during
such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation
from Service, or if earlier, upon the Executive's death. All subsequent distributions shall be paid as they would have had this
Section not applied.


 


2.10       Acceleration
of Payments. Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder.
Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-(j)(4)
in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements
with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts (but
not in excess of the limit under Code §402(g)(l)(B)); (v) to pay employment-related taxes; or (vi) to pay any taxes that may
become due at any time that the Agreement fails to meet the requirements of Code Section 409A.


 




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2.11       Delays
in Payment by Employer. A payment may be delayed to a date after the designated payment date under any of the circumstances
described below, and the provision will not fail to meet the requirements of establishing a permissible payment event. The delay
in the payment will not constitute a subsequent deferral election, so long as the Employer treats all payments to similarly situated
Participants on a reasonably consistent basis.


 


(a)          Payments
subject to Code Section 162(m). If the Employer reasonably anticipates that the Employer's deduction with respect to any distribution
under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary
by the Employer to ensure that the entire amount of any distribution from this Agreement is deductible, the Employer may delay
payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the
Executive (or the Beneficiary in the event of the Executive's death) at the earliest date the Employer reasonably anticipates that
the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).


 


(b)          Payments
that would violate Federal securities laws or other applicable law. A payment may be delayed where the Employer reasonably
anticipates that the making of the payment will violate Federal securities laws or other applicable law provided that the payment
is made at the earliest date at which the Employer reasonably anticipates that the making of the payment will not cause such violation.
The making of a payment that would cause inclusion in gross income or the application of any penalty provision of the Internal
Revenue Code is not treated as a violation of law.


 


(c)          Solvency.
Notwithstanding the above, a payment may be delayed where the payment would jeopardize the ability of the Employer to continue
as a going concern.


 


2.12       Treatment
of Payment as Made on Designated Payment Date. Solely for purposes of determining compliance with Code Section 409A, any payment
under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such
payment is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15th day of the third
calendar month following the payment due date; (iii) if the Employer cannot calculate the payment amount on account of administrative
impracticality which is beyond the Executive's control, the end of the first calendar year in which payment calculation is practicable;
and (iv) if Employer does not have sufficient funds to make the payment without jeopardizing the Employer's ability to continue
as a going concern, in the first calendar year in which the Employer's funds are sufficient to make the payment without having
such effect.


 


2.13       Facility
of Payment. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Administrator
may make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his
or her residence; or (ii) to the conservator or administrator or, if none, to the person having custody of an incompetent payee.
Any such distribution shall fully discharge the Employer and the Administrator from further liability on account thereof.


 




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2.14       Excise
Tax Limitation. Notwithstanding any provision of this Agreement to the contrary, if any benefit payment hereunder would be
treated as an "excess parachute payment" under Code Section 280G, the Employer shall reduce such benefit payment to the
extent necessary to avoid treating such benefit payment as an excess parachute payment. The Executive shall be entitled to only
the reduced benefit and shall forfeit any amount over and above the reduced amount.


 


2.15       Changes
in Form of Timing of Benefit Payments. The Employer and the Executive may, subject to the terms hereof, amend this Agreement
to delay the timing or change the form of payments. Any such amendment:


 


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


 


(b)          must,
for benefits distributable due solely to the arrival of a specified date, or on account of Separation from Service or Change in
Control, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally
scheduled to be made;


 


(c)          must,
for benefits distributable due solely to the arrival of a specified date, be made not less than twelve (12) months before distribution
is scheduled to begin; and


 


(d)          may
not accelerate the time or schedule of any distribution.


 


ARTICLE 3


BENEFICIARIES


 


3.1         Designation
of Beneficiaries. The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive's
death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will
revoke all prior designations by the Executive, shall be in the form prescribed by the Administrator, and shall be effective only
when filed in writing with the Administrator during the Executive's lifetime. If the Executive names someone other than the Executive’
s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided
in a form designated by the Administrator, executed by the Executive' s spouse and returned to the Administrator. 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.


 


3.2         Absence
of Beneficiary Designation. In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due
to a Beneficiary, there is no living Beneficiary validly named by the Executive, the Employer shall pay the benefit payment to
the Executive’ s spouse. If the spouse is not living, then the Employer shall pay the benefit payment to the Executive's
living descendants per stirpes, and if there are no living descendants, to the Executive's estate. In determining the existence
or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Executive's
personal representative, executor, or administrator.


 




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ARTICLE 4


ADMINISTRATION


 


4.1         Administrator
Duties. The Administrator shall be responsible for the management, operation, and administration of the Agreement. When making
a determination or calculation, the Administrator shall be entitled to rely on information furnished by the Employer, Executive
or Beneficiary. No provision of this Agreement shall be construed as imposing on the Administrator any fiduciary duty under ERISA
or other law, or any duty similar to any fiduciary duty under ERISA or other law.


 


4.2         Administrator
Authority. The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration
of this Agreement, and shall have all powers necessary to accomplish its purposes.


 


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


 


4.4         Compensation,
Expenses and Indemnity. The Administrator shall serve without compensation for services rendered hereunder. The Administrator
is authorized at the expense of the Employer to employ such legal counsel and/or recordkeeper as it may deem advisable to assist
in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid
by the Employer.


 


4.5         Employer
Information. The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive's
compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.


 


4.6         Termination
of Participation. If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select
group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right,
in its sole discretion, to cease further benefit accruals hereunder.


 


4.7         Compliance
with Code Section 409A. The Employer and the Executive intend that the Agreement comply with the provisions of Code Section
409A to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts
are actually paid to the Executive or Beneficiary. This Agreement shall be construed, administered and governed in a manner that
affects such intent, and the Administrator shall not take any action that would be inconsistent therewith.


 




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ARTICLE 5


CLAIMS AND REVIEW PROCEDURES


 


5.1         Claims
Procedure. A Claimant who has not received benefits under this Agreement that he or she believes should be distributed shall
make a claim for such benefits as follows.


 


(a)          Initiation
- Written Claim. The Claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If such
a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such
notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on which the
event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.


 


(b)          Timing
of Administrator Response. The Administrator shall respond to such Claimant within ninety (90) days after receiving the claim.
If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator
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 Administrator expects to render its decision.


 


(c)          Notice
of Decision. If the Administrator denies part or all of the claim, the Administrator shall notify the Claimant in writing of
such denial. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification
shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which
the denial is based; (iii) a description of any additional information or material necessary for the Claimant to perfect the claim
and an explanation of why it is needed; (iv) an explanation of this Agreement's review procedures and the time limits applicable
to such procedures; and (v) a statement of the Claimant's right to bring a civil action under ERISA Section 502(a) following an
adverse benefit determination on review.


 


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


 


(a)          Initiation
- Written Request. To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator's notice
of denial, must file with the Administrator a written request for review.


 


(b)          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 Administrator 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.


 




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(c)          Considerations
on Review. In considering the review, the Administrator 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 in the initial benefit determination.


 


(d)          Timing
of Administrator Response. The Administrator shall respond in writing to such Claimant within sixty (60) days after receiving
the request for review. If the Administrator determines that special circumstances require additional time for processing the claim,
the Administrator can extend the response period by an additional sixty (60) days by notifying the Claimant in writing, prior to
the end of the initial sixty (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 Administrator expects to render its decision.


 


(e)          Notice
of Decision. The Administrator shall notify the Claimant in writing of its decision on review. The Administrator 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 6


AMENDMENT AND TERMINATION


 


6.1         Agreement
Amendment Generally. Except as provided in Section 6.2, this Agreement may be amended only by a written agreement signed by
both the Employer and the Executive.


 


6.2         Amendment
to Ensure Proper Characterization of Agreement. Notwithstanding anything in this Agreement to the contrary, the Agreement may
be amended by the Employer at any time, if found necessary in the opinion of the Employer, (i) to ensure that the Agreement is
characterized as a plan of deferred compensation maintained for a select group of management or highly compensated employees as
described under ERISA, (ii) to conform the Agreement to the requirements of any applicable law or (iii) to comply with the written
instructions of the Employer's auditors or banking regulators.


 


6.3         Agreement
Termination Generally. Except as provided in Section 6.4, this Agreement may be terminated only by a written agreement signed
by the Company and the Executive. Such termination 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.


 




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6.4         Effect
of Complete Termination. Notwithstanding anything to the contrary in Section 6.3, and subject to the requirements of Code
Section 409A and Treasury Regulation §1.409A-3(j)(4)(ix), at certain times the Employer may completely terminate and liquidate
the Agreement. In the event of such a complete termination, the Employer shall pay the Accrued Benefit to the Executive. Such
complete termination of the Agreement shall occur only under the following circumstances and conditions.


 


(a)          Corporate
Dissolution or Bankruptcy. The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate
dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A),
provided that all benefits paid under the Agreement are included in the Executive's gross income in the latest of: (i) the calendar
year which the termination occurs; (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 payment is administratively practicable.


 


(b)          Change
in Control. The Employer may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate
within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated
as terminated only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single
plan under Treasury Regulation §1.409A-1(c) (2) are terminated and liquidated with respect to each participant who experienced
the Change in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts
of compensation deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the irrevocable
action to terminate the arrangements.


 


(c)          Discretionary
Termination. The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate
to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would
be aggregated with any terminated arrangements under Treasury Regulation §1.409A-1(c) are terminated; (iii) no payments, other
than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve
(12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within
twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement;
and (v) neither the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement
under Treasury Regulation §1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years
following the date the Employer takes the irrevocable action to terminate this Agreement.


 




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ARTICLE 7


MISCELLANEOUS


 


7.1         No
Effect on Other Rights. This Agreement constitutes the entire agreement between the Employer 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.
Nothing contained herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right
of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.


 


7.2         State
Law. To the extent not governed by ERISA, the provisions of this Agreement shall be construed and interpreted according to
the internal law of the Commonwealth of Pennsylvania without regard to its conflicts of laws principles.


 


7.3         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 or invalid provision had never
been inserted herein.


 


7.4         Nonassignability.
Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.


 


7.5         Unsecured
General Creditor Status. Payment to the Executive or any Beneficiary hereunder shall be made from assets which shall continue,
for all purposes, to be part of the general, unrestricted assets of the Employer and no person shall have any interest in any such
asset by virtue of any provision of this Agreement. The Employer's obligation hereunder shall be an unfunded and unsecured promise
to pay money in the future. In the event that the Employer purchases an insurance policy insuring the life of the Executive to
recover the cost of providing benefits hereunder, neither the Executive nor the Beneficiary shall have any rights whatsoever in
said policy or the proceeds therefrom.


 


7.6         Life
Insurance. If the Employer chooses to obtain insurance on the life of the Executive in connection with its obligations under
this Agreement, the Executive hereby agrees to take such physical examinations and to truthfully and completely supply such information
as may be required by the Employer or the insurance company designated by the Employer.


 


7.7         Unclaimed
Benefits. The Executive shall keep the Employer informed of the Executive's current address and the current address of the
Beneficiary. If the location of the Executive is not made known to the Employer within three years after the date upon which any
payment of any benefits may first be made, the Employer shall delay payment of the Executive's benefit payment(s) until the location
of the Executive is made known to the Employer; however, the Employer shall only be obligated to hold such benefit payment(s) for
the Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Employer may discharge
its obligation by payment to the Beneficiary. If the location of the Beneficiary is not made known to the Employer by the end of
an additional two (2) month period following expiration of the three (3) year period, the Employer may discharge its obligation
by payment to the Executive's estate. If there is no estate in existence at such time or if such fact cannot be determined by the
Employer, the Executive and Beneficiary shall thereupon forfeit all rights to any benefits provided under this Agreement.


 




    	 	12	 



     


    

 


7.8         Suicide
or Misstatement. No benefit shall be distributed hereunder if the Executive commits suicide within two (2) years after the
Effective Date, or if an insurance company which issued a life insurance policy covering the Executive and owned by the Employer
denies coverage (i) for material misstatements of fact made by the Executive on an application for life insurance, or (ii) for
any other reason.


 


7.9         Removal.
Notwithstanding anything in this Agreement to the contrary, the Employer shall not distribute any benefit under this Agreement
if the Executive is subject to a final removal or prohibition order issued pursuant to Section 8(e) of the Federal Deposit Insurance
Act. Furthermore, any payments made to the Executive pursuant to this Agreement shall, if required, comply with 12 U.S.C. 1828,
FDIC Regulation 12 CFR Part 359 and any other regulations or guidance promulgated thereunder.


 


7.10       Competition
after Separation from Service. The Executive shall forfeit all rights to any further benefits hereunder if the Executive, without
the prior written consent of the Employer, violates any of the following restrictive covenants.


 


(a)          Non-compete
provision. During (x) the period that the Executive is employed by the Employer, (y) the period of three years following the
Executive’s Separation from Service if such event occurs prior to a Change in Control, and (z) the period of six months following
a Change in Control if no Separation from Service has occurred prior to such Change in Control, the Executive shall not, directly
or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant
or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three
percent (3%) or less in the stock of a publicly-traded company):


 


(i)          become
employed by, participate in, or become connected in any manner with the ownership, management, operation or control of any bank,
savings and loan or other similar financial institution if the Executive’s responsibilities will include providing banking
or other financial services within twenty-five (25) miles of any office maintained by the Employer as of the date of the termination
of the Executive's employment; provided that the foregoing shall not prevent the Executive from owning for passive investment purposes
less than five percent (5%) of the publicly traded voting securities of any company engaged in the banking, financial services,
insurance, brokerage or other business similar to or competitive with the Employers (so long as the Executive has no power to manage,
operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties,
to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection
with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership);


 




    	 	13	 



     


    

 


(ii)         participate
in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary,
part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Executive's
employment (excluding those employees whose employment is terminated by the Employer);


 


(iii)        assist,
advise, or serve in any capacity with, representative or otherwise, any third party in any action against the Employer or transaction
involving the Employer;


 


(iv)        sell,
offer to sell, provide banking or other financial services, assist any other person in selling or providing banking or other financial
services, or solicit or otherwise compete for (whether by mail, telephone, personal meeting or any other means, excluding general
solicitations of the public that are not based in whole or in part on any list of customers of the Employer or any of its Affiliates
or successors), either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially
similar to the financial services performed or financial products sold by the Employer (the preceding hereinafter referred to as
"Services"), to or from any person or entity from whom the Executive or the Employer, to the knowledge of the Executive
provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during
the three (3) year period immediately prior to the termination of the Executive's employment;


 


(v)         divulge,
disclose, or communicate to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of
the Executive, including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, as
they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures
relating to projects or other work developed for the Employer, earnings or other information concerning the Employer. The restrictions
contained in this subsection (v) apply to all information regarding the Employer, regardless of the source that provided or compiled
such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and
until it becomes known to the general public from sources other than the Executive.


 


(b)          Value
of Non-compete for Purposes of Code Section 280G. For purposes of Code Section 280G, the Employer shall ascribe a value to
the restrictive covenants imposed upon the Executive pursuant to Section 7.10(a), with such value to not exceed one-half of the
Executive’s annual compensation as of the date of the Change in Control.


 




    	 	14	 



     


    

 


(c)          Judicial
Remedies. In the event of a breach or threatened breach by the Executive of any of the provisions of Section 7.10(a), the Executive
recognizes the substantial and immediate harm that a breach or threatened breach will impose upon the Employer, and further recognizes
that in such event monetary damages may be inadequate to fully protect the Employer. Accordingly, in the event of a breach or threatened
breach by the Executive of any of the provisions of Section 7.10(a), the Executive consents to the Employer's entitlement to such
ex parte, preliminary, interlocutory, temporary or permanent injunctive, or any other equitable relief, protecting and fully
enforcing the Employer's rights hereunder and preventing the Executive from further violating any of the Executive's obligations
set out herein. The Executive expressly waives any requirement, based on any statute, rule of procedure, or other source, that
the Employer post a bond as a condition of obtaining any of the above-described remedies. Nothing herein shall be construed as
prohibiting the Employer from pursuing any other remedies available to the Employer at law or in equity for such breach or threatened
breach, including the recovery of damages from the Executive and the recoupment of all or part of the lump sum Change in Control
benefit paid pursuant to Section 2.4 of this Agreement. The Executive expressly acknowledges and agrees that: (i) the restrictions
set forth in Section 7.10(a) are reasonable in terms of scope, duration, geographic area and otherwise; (ii) the protections afforded
the Employer in Section 7.10(a) are necessary to protect its legitimate business interest; (iii) the restrictions set forth in
Section 7.10(a) will not be materially adverse to the Executive's employment with the Employer; and (iv) the Executive's agreement
to observe such restrictions forms a material part of the consideration for this Agreement.


 


(d)          Overbreadth
of Restrictive Covenant. It is the intention of the parties that if any restrictive covenant in this Agreement is determined
by a court of competent jurisdiction to be overly broad, then the court should enforce such restrictive covenant to the maximum
extent permitted under the law as to area, breadth and duration.


 


7.11       Notice.
Any notice, consent or demand required or permitted to be given to the Employer or Administrator under this Agreement shall be
sufficient if in writing and hand-delivered or sent by registered or certified mail to the Employer's principal business office.
Any notice or filing required or permitted to be given to the Executive or Beneficiary under this Agreement shall be sufficient
if in writing and hand-delivered or sent by mail to the last known address of the Executive or Beneficiary, as appropriate. Any
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 or
on the receipt for registration or certification.


 


7.12       Headings
and Interpretation. Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not
be deemed part of this Agreement. 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.


 


7.13       Alternative
Action. In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement
due to regulatory or other constraints, the Employer or Administrator may perform such alternative act as most nearly carries out
the intent and purpose of this Agreement and is in the best interests of the Employer, provided that such alternative act does
not violate Code Section 409A.


 




    	 	15	 



     


    

 


7.14       Coordination
with Other Benefits. The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any
other benefits available to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement
and shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.


 


7.15       Inurement.
This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successors and assigns, and the Executive,
the Executive’s successors, heirs, executors, administrators, and the Beneficiary.


 


7.16       Tax
Withholding. The Employer may make such provisions and take such action as it deems necessary or appropriate for the withholding
of any taxes which the Employer is required by any law or regulation to withhold in connection with any benefits under the Agreement.
The Executive shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder.


 


7.17       Aggregation
of Agreement. If the Employer offers other non-account balance deferred compensation plans, this Agreement and those plans
shall be treated as a single plan to the extent required under Code Section 409A.


 


IN WITNESS WHEREOF,
the Executive and a representative of the Employer have executed this Agreement as of the date first written above.


 


	Executive:	 	Employer:
	 	 	 	 
	/s/Matthew J. Lucco	 	By:	/s/William C. Marsh
	Matthew J. Lucco	 	Its:	Chairman, President and CEO


 


By execution hereof,
Emclaire Financial Corp. consents to and agrees to be bound by the terms and conditions of this Agreement.


 


	Attest:	 	Corporation:
	 	 	 	 
	/s/Linda L. Bartley	 	By:	/s/William C. Marsh
	 	 	Its:	Chairman, President and CEO


 




    	 	16	 



     


    

 


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT


 


Beneficiary Designation


 


I, Matthew J. Lucco, designate the following
as Beneficiary under this Agreement:


 


	Primary
	 	 	 	%
	 	 	 	%
	 
	Contingent
	 	 	 	%
	 	 	 	%


 


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


 


	Signature:	 	 	Date:	 	 





 


SPOUSAL CONSENT (Required only if Administrator
requests and someone other than spouse is named Beneficiary)


 


I consent to the beneficiary designation
above. I also acknowledge that if I am named Beneficiary and my marriage is subsequently dissolved, the beneficiary designation
will be automatically revoked.


 


	Spouse Name:	 	 


 


	Signature: 	 	 	Date:	 	 





 


Received by the Administrator this ___
day of ________, 201_


 


	By:	 	 
	Title:	 	 


 




     


     


    



 


Supplemental Executive Retirement Plan


 


Schedule
A


 


Matthew J. Lucco


 


		 	Early Termination	 	 	Disability	 	 	Change in Control	 	 	Death	 
	Birth Date: 11/30/1979

Plan
    Anniversary Date: 09/30/2016
 Normal Retirement: 11/30/2044, Age 65 
 Normal Retirement Payment: Monthly for 20 Years	 	Amount
    Payable 
 Monthly for 5 Years
     at Separation
     from Service	 	 	Amount
    Payable 

    Monthly for 

    20 Years at 
 Normal

    Retirement Age	 	 	Amount
    Payable 

    in a Lump Sum 

    Upon Change
  in Control	 	 	Amount
    Payable 
 Monthly for 

    20 Years 
 Upon Death	 
	Values
    as of	 	Age	 	Annual
    Benefit1	 	 	Annual
    Benefit2	 	 	Lump
    Sum Benefit3	 	 	Annual
    Benefit2	 
	Oct 2015	 	35	 	 	6,575	 	 	 	9,029	 	 	 	168,913	 	 	 	2,265	 
	Sep 2016	 	36	 	 	8,923	 	 	 	11,685	 	 	 	177,114	 	 	 	3,074	 
	Sep 2017	 	37	 	 	11,384	 	 	 	14,218	 	 	 	185,712	 	 	 	3,922	 
	Sep 2018	 	38	 	 	13,965	 	 	 	16,633	 	 	 	194,728	 	 	 	4,811	 
	Sep 2019	 	39	 	 	16,671	 	 	 	18,937	 	 	 	204,182	 	 	 	5,744	 
	Sep 2020	 	40	 	 	19,508	 	 	 	21,134	 	 	 	214,094	 	 	 	6,721	 
	Sep 2021	 	41	 	 	22,484	 	 	 	23,230	 	 	 	224,488	 	 	 	7,746	 
	Sep 2022	 	42	 	 	25,603	 	 	 	25,228	 	 	 	235,387	 	 	 	8,821	 
	Sep 2023	 	43	 	 	28,874	 	 	 	27,134	 	 	 	246,814	 	 	 	9,948	 
	Sep 2024	 	44	 	 	32,304	 	 	 	28,952	 	 	 	258,796	 	 	 	11,130	 
	Sep 2025	 	45	 	 	35,901	 	 	 	30,686	 	 	 	271,360	 	 	 	12,369	 
	Sep 2026	 	46	 	 	39,672	 	 	 	32,339	 	 	 	284,534	 	 	 	13,668	 
	Sep 2027	 	47	 	 	43,626	 	 	 	33,915	 	 	 	298,348	 	 	 	15,030	 
	Sep 2028	 	48	 	 	47,772	 	 	 	35,419	 	 	 	312,832	 	 	 	16,459	 
	Sep 2029	 	49	 	 	52,119	 	 	 	36,853	 	 	 	328,019	 	 	 	17,956	 
	Sep 2030	 	50	 	 	56,678	 	 	 	38,221	 	 	 	343,944	 	 	 	19,527	 
	Sep 2031	 	51	 	 	61,458	 	 	 	39,525	 	 	 	360,642	 	 	 	21,174	 
	Sep 2032	 	52	 	 	66,469	 	 	 	40,769	 	 	 	378,150	 	 	 	22,900	 
	Sep 2033	 	53	 	 	71,724	 	 	 	41,956	 	 	 	396,509	 	 	 	24,711	 
	Sep 2034	 	54	 	 	77,235	 	 	 	43,087	 	 	 	415,758	 	 	 	26,609	 
	Sep 2035	 	55	 	 	83,012	 	 	 	44,166	 	 	 	435,942	 	 	 	28,600	 
	Sep 2036	 	56	 	 	89,071	 	 	 	45,195	 	 	 	457,107	 	 	 	30,687	 
	Sep 2037	 	57	 	 	95,423	 	 	 	46,177	 	 	 	479,298	 	 	 	32,876	 
	Sep 2038	 	58	 	 	102,084	 	 	 	47,113	 	 	 	502,567	 	 	 	35,170	 
	Sep 2039	 	59	 	 	109,068	 	 	 	48,005	 	 	 	526,966	 	 	 	37,577	 
	Sep 2040	 	60	 	 	116,391	 	 	 	48,857	 	 	 	552,549	 	 	 	40,100	 
	Sep 2041	 	61	 	 	124,070	 	 	 	49,669	 	 	 	579,374	 	 	 	42,745	 
	Sep 2042	 	62	 	 	132,121	 	 	 	50,443	 	 	 	607,501	 	 	 	45,519	 



 




     


     


    

 


Supplemental Executive Retirement Plan


 


Schedule
A


 


Matthew J. Lucco


 


		 	Early Termination	 	 	Disability	 	 	Change in Control	 	 	Death	 
	Birth Date: 11/30/1979

Plan
    Anniversary Date: 09/30/2016
 Normal Retirement: 11/30/2044, Age 65 
 Normal Retirement Payment: Monthly for 20 Years	 	Amount
    Payable 
 Monthly for 5 Years 

    at Separation 

    from Service	 	 	Amount
    Payable 

    Monthly for

    20 Years at 
 Normal 

Retirement Age	 	 	Amount
    Payable 

    in a Lump 

    Sum Upon Change
  in Control	 	 	Amount
    Payable 
 Monthly for

    20 Years 
 Upon Death	 
	Values
    as of	 	Age	 	Annual
    Benefit1	 	 	Annual
    Benefit2	 	 	Lump
    Sum Benefit3	 	 	Annual
    Benefit2	 
	Sep 2043	 	63	 	 	140,563	 	 	 	51,182	 	 	 	636,994	 	 	 	48,428	 
	Sep 2044	 	64	 	 	149,416	 	 	 	51,886	 	 	 	667,919	 	 	 	51,477	 
	Nov 2044	 	65	 	 	150,932	 	 	 	52,000	 	 	 	673,217	 	 	 	52,000	 



 


The first line represents the initial plan values as of the
plan implementation date of October 01, 2015.


 


1 The annual benefit amount will be distributed in
12 equal monthly payments for a total of 60 monthly payments.





2 The annual benefit amount will be distributed
in 12 equal monthly payments for a total of 240 monthly payments.





3 Note that accounting rules may require an additional
accrual at the time this benefit is triggered.


 


IF THERE IS A CONFLICT BETWEEN THIS SCHEDULE A AND THE AGREEMENT,
THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE
ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.


 


	Matthew Lucco __________________________	By:	 
	 	 	 
	Date_________________________	Title	 
	 	 	 
	 	Date