Exhibit 10.4


 


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, a nationally-chartered commercial bank located in Emlenton,
Pennsylvania (the “Bank” or the “Employer”) and William C. Marsh (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 October 1, 2002, which was previously
amended on October 11, 2006 and December 4, 2007, and then amended and restated as of May 27, 2008 and further amended on January
2, 2013 (the “Prior Agreement”);


 


WHEREAS, the Executive
and the Employer now desire to amend and restate the Prior Agreement to (a) provide that the restrictive covenants in Section 5.4
shall be applicable following a Change in Control, (c) reduce the time period that the restrictive covenants in Section 5.4 shall
be applicable in the event of a Separation from Service prior to a Change in Control, and (c) 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, with this Agreement to 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.


 




     


     

    

 


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


 


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


 


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



 


		1.2	“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.



 


		1.3	“Board” means the Board of Directors of the Bank as from time to time constituted.



 


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



 


		1.5	“Code” means the Internal Revenue Code of 1986, as amended.



 


		1.6	“Corporation” means Emclaire Financial Corp.



 


		1.7	“Disability” means Executive: (i) is unable 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 than twelve (12) months; or (ii) is, 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 than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident
and health plan covering employees of the Bank. Medical determination of Disability may be made by either the Social Security Administration
or by the provider of an accident or health plan covering employees of the Bank. Upon the request of the Plan Administrator, the
Executive must submit proof to the Plan Administrator of the Social Security Administration’s or the provider’s determination.



 


		1.8	“Early Termination” means Separation from Service before Normal Retirement Age
except when such Separation from Service occurs: (i) following disability (ii) a Change in Control or (iii) due to death or Termination
for Cause.



 




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		1.9	“Effective Date” means October 1, 2006.



 


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



 


		1.11	“Normal Retirement Date” means the later of Normal Retirement Age or Separation
from Service.



 


		1.12	“Plan Administrator” means the plan administrator described in Article 8.



 


		1.13	“Plan Year” means each twelve (12) month period commencing on October 1 and
ending on September 30 of each year.



 


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



 


		1.15	“Separation from Service” means the termination of the Executive’s
employment with the Bank for reasons other than death or Disability. Whether
a Separation from Service takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s
employment and whether the Bank and the Executive intended for the Executive to provide significant services for the Bank following
such termination, with such determination to be made in accordance with Section 409A of the Code and the regulations thereunder.
A termination of employment will not be considered a Separation from Service if:



 


		(a)	the Executive continues to provide services as an employee
of the Bank at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately
preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration
for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar
years of employment (or, if less, such lesser period), or



 


		(b)	the Executive continues to provide services to the Bank in
a capacity other than as an employee of the Bank at an annual rate that is fifty percent (50%) or more of the services rendered,
on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such
lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration
earned during the final three full calendar years of employment (or if less, such lesser period). 



 


		1.16	“Specified Employee” means a key employee (as defined in Section 416(i) of the
Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities
market or otherwise.



 




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Article 2


Distributions During Lifetime


 


		2.1	Normal Retirement Benefit. Upon the Normal Retirement Date, 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 Normal Retirement Benefit under this Section 2.1 is $78,000
(Seventy-Eight Thousand Dollars). Prior to the occurrence of any distribution event under this Agreement, the Bank’s Board,
in its sole and absolute discretion, may increase the annual benefit under this Section 2.1. Any increase in the annual benefit
shall require the recalculation of all the amounts on Schedule A attached hereto.



 


		2.1.2	Distribution of Benefit. The Bank shall distribute the annual benefit to the Executive in
twelve (12) equal monthly installments commencing on the first day of the month following Separation from Service. The annual benefit
shall be distributed to the Executive for twenty (20) years.



 


		2.2	Early Termination Benefit. Upon Early Termination, 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 benefit under this Section 2.2 is the amount set forth on Schedule
A for the Plan Year ending prior to Separation from Service.



 


		2.2.2	Distribution of Benefit. The Bank shall distribute the annual benefit to the Executive in
twelve (12) equal monthly installments commencing ninety (90) days following Separation from Service. The annual benefit shall
be distributed to the Executive for five (5) years.



 


		2.2.3	Normal Vesting Schedule. The Executive will not
be vested in any Early Termination Benefit until the end of the fifth year after the Effective Date (September 30, 2011) at which
time the Executive will be 100% vested in the benefit specified in Schedule A.



 


		2.3	Disability Benefit. If the Executive experiences a Disability prior to Normal Retirement
Age, the Bank shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this
Article.



 


		2.3.1	Amount of Benefit. The annual benefit under this Section 2.3 is the Disability Benefit set
forth on Schedule A for the Plan Year ending prior to such Disability.



 




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		2.3.2	Distribution of Benefit. The Bank shall distribute the annual benefit to the Executive in
twelve (12) equal monthly installments commencing the first day of the month following Normal Retirement Age. The annual benefit
shall be distributed to the Executive for twenty (20) years.



 


		2.4	Change in Control Benefit. Upon a Change in Control, the Bank shall distribute to the Executive
the benefit described in this Section 2.4 in lieu of any other benefit under this Article.



 


		2.4.1	Amount of Benefit. The benefit under this Section 2.4 is the Change in Control Benefit set
forth on Schedule A for the Plan Year ending prior to Change in Control.



 


		2.4.2	Distribution of Benefit.  The Bank shall distribute the benefit to the Executive
in a lump sum ninety (90) days following the Change in Control.



 


		2.5	Restriction on Timing of Distribution.  Notwithstanding any provision of this Agreement
to the contrary, if the Executive is considered a Specified Employee at Separation from Service under such procedures as established
by the Bank in accordance with Section 409A of the Code, benefit distributions that are 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
2.5 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months
following the Separation from Service shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh
month following the Separation from Service. All subsequent distributions shall be paid in the manner specified.



 


		2.6	Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the inclusion of
any portion of the amount accrued by the Bank with respect to the Bank’s obligations hereunder into the Executive’s
income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A
of the Code, to the extent such tax liability can be covered by the vested amount accrued by the Bank with respect to the Bank’s
obligations hereunder, a distribution shall be made as soon as is administratively practicable following the discovery of the plan
failure.



 


		2.7	Change in Form or Timing of Distributions.  For distribution 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;



 




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		(b)	must, for benefits distributable under Section 2.3, be made at least twelve (12) months prior to
the first scheduled distribution;



		(c)	must, for benefits distributable under Sections 2.1, 2.2 and 2.4 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 During Active Service. If the Executive dies while in the active service of the Bank,
the Bank shall distribute to the Beneficiary the benefit described in this Section 3.1. This benefit shall be distributed in lieu
of the benefits under Article 2.



 


		3.1.1	Amount of Benefit. The annual benefit under this Section 3.1 is the Normal Retirement Benefit
described in Section 2.1.1.



 


		3.1.2	Distribution of Benefit. The Bank shall distribute the annual benefit to the Beneficiary
in twelve (12) equal monthly installments for twenty (20) years commencing ninety days (90) following the Executive’s death.



 


		3.2	Death During Distribution of a Benefit. If the Executive dies after any benefit distributions
have commenced under this Agreement but before receiving all such distributions, the Bank shall distribute to the Beneficiary the
remaining benefits at the same time and in the same amounts that would have been distributed to the Executive had the Executive
survived.



 


		3.3	Death After Separation from Service But Before Benefit Distributions Commence. If
the Executive is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions,
the Bank shall distribute to the Beneficiary the same benefits and at the same times that the Executive was entitled to prior to
death.



 


Article 4


Beneficiaries


 


		4.1	Beneficiary. The Executives 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 designated under any other plan of the Bank in which the Executive
participates.



 




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		4.2	Beneficiary Designation: Change. The Executives 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	Excess Parachute or Golden Parachute Payment. If the payments and benefits pursuant to this
Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Bank,
would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to this Agreement
shall be reduced, in the manner determined by the Executive, by the amount, if any, which is the minimum necessary to result in
no portion of the payments and benefits under this Agreement being non-deductible to the Bank pursuant to Section 280G of the Code
and subject to the excise tax imposed under Section 4999 of the Code.



 




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		5.2	Termination for Cause. Notwithstanding any provision of this Agreement to the contrary,
the Participant shall forfeit any right to a benefit under this Agreement, if the Bank terminate the Participant’s employment
for cause. Termination of the Participant’s employment for “Cause” shall mean termination because of 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.



 


		5.3	Removal. Notwithstanding any provision of this Agreement to the contrary, the Bank
shall not distribute any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued
by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.



 


		5.4	Competition after Separation from Service. The Executive shall forfeit his right to any
further benefits if the Executive, without the prior written consent of the Bank, violates any one of the following described restrictive
covenants.



 


		5.4.1	Non-compete Provision.
During (y) the period that the Executive is employed by the Employer, and (z) the period of three years following the Executive’s
Separation from Service if such event occurs prior to a 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 Bank 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);



 




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		(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 Bank 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 Bank or
transaction involving the Bank; or



 


		(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 Bank (the
preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Executive or the Bank,
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;
or



 


		(v)	divulge, disclose, or communicate to others in any manner whatsoever, any confidential information
of the Bank, to the knowledge of the Executive, including, but not limited to, the names and addresses of customers or prospective
customers, of the Bank, 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 Bank, earnings or other information concerning the
Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, 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.



 




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		5.4.2	Judicial Remedies. In the event of a breach or threatened breach by the Executive of any
provision of these restrictions, the Executive recognizes the substantial and immediate harm that a breach or threatened breach
will impose upon the Bank, and further recognizes that in such event monetary damages may be inadequate to fully protect the Bank.
Accordingly, in the event of a breach or threatened breach of these restrictions, the Executive consents to the Bank’s entitlement
to such ex parte, preliminary, interlocutory, temporary or permanent injunctive, or any other equitable relief, protecting
and fully enforcing the Bank’s rights hereunder and preventing the Executive from further breaching any of his obligations
set forth herein. The Executive expressly waives any requirement, based on any statute, rule of procedure, or other source, that
the Bank post a bond as a condition of obtaining any of the above-described remedies. Nothing herein shall be construed as prohibiting
the Bank from pursuing any other remedies available to the Bank at law or in equity for such breach or threatened breach, including
the recovery of damages from the Executive. The Executive expressly acknowledges and agrees that: (i) the restrictions set forth
in Section 5.4.1 hereof are reasonable, in terms of scope, duration, geographic area, and otherwise, (ii) the protections afforded
the Bank in Section 5.4.1 hereof are necessary to protect its legitimate business interest, (iii) the restrictions set forth in
Section 5.4.1 hereof will not be materially adverse to the Executive’s employment with the Bank, and (iv) his agreement to
observe such restrictions forms a material part of the consideration for this Agreement.



 


		5.4.3	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.



 


		5.4.4	Change in Control. The non-compete detailed in Section 5.4.1 hereof shall not be enforceable
following a Change in Control.



 


Article 6


Claims And Review Procedures


 


		6.1	Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received
benefits under the Agreement that he or she believes should be distributed shall make a claim for such benefits as follows:



 




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		6.1.1	Initiation – Written Claim. The claimant initiates a claim by submitting to the Plan
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.



 


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



 


		6.1.3	Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan
Administrator shall notify the claimant in writing of such denial. The Plan 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 the 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 the 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.



 


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



 


		6.2.1	Initiation – Written Request. To initiate the review, the claimant, within sixty (60)
days after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for
review.



 


		6.2.2	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 Plan 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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		6.2.3	Considerations on Review. In considering the review, the Plan 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.



 


		6.2.4	Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to
such claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special
circumstances require additional time for processing the claim, the Plan 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 Plan Administrator
expects to render its decision.



 


		6.2.5	Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision
on review. The Plan 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 the 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 7


Amendments and Termination


 


		7.1	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.



 


		7.2	Plan Termination Generally. This Agreement may be terminated only by a written agreement
signed by the Bank and the Executive. The benefit shall be the amount the Bank has accrued with respect to the Bank’s obligations
hereunder as of the date the Agreement is terminated. Except as provided in Section 7.3, 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.



 




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		7.3	Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section
7.2, if the Bank terminates this Agreement in any of the following circumstances, in each case in accordance with Section 409A
of the Code and Treasury Regulation §1.409A-3(j)(4)(ix):



 


		(a)	Within thirty (30) days before, or twelve (12) months after
a Change in Control, provided that all distributions are made no later than twelve (12) months following such termination of the
Agreement and further provided that all of the Bank's arrangements which would be aggregated with this Agreement pursuant
to Treasury Regulation §1.409A-1(c)(2) are also terminated so the Executive and all participants in the aggregated
arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12)
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 arrangements that would be aggregated with
this Agreement pursuant to Treasury Regulation §1.409A-1(c) if the Executive participated in such arrangements (“Similar
Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial
health of the Bank, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four
(24) months following such termination, and (iii) the Bank does not adopt any new arrangement that would be a Similar Arrangement
for a minimum of three (3) years following the date the Bank takes all necessary action to irrevocably terminate and liquidate
the Agreement;



 


the Bank may distribute the amount
accrued by the Bank with respect to its obligations hereunder, determined as of the date of the termination of the Agreement, to
the Executive in a lump sum subject to the above terms.


 


Article 8


Administration of Agreement


 


		8.1	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 (i) make, amend,
interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) 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 regulations thereunder.



 




    	 	13	 



     

    

 


		8.2	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.



 


		8.3	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. 



 


		8.4	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.



 


		8.5	Bank 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.



 


		8.6	Annual Statement. The Plan Administrator shall provide to the Executive, within one hundred
twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Agreement.



 


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.



 




    	 	14	 



     

    

 


		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 Commonwealth of Pennsylvania, except to the extent preempted by the laws of the United States of America.






 


		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	Reorganization. The Bank shall not merge or consolidate into or with another bank,
or reorganize, or sell substantially all of its assets to another bank, firm, or person unless such succeeding or continuing bank,
firm, or person agrees to assume and discharge the obligations of the Bank under this Agreement. Upon the occurrence of such event,
the term “Bank” as used in this Agreement shall be deemed to refer to the successor or survivor bank.



 


		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	Right of Offset. The Bank shall have the right to offset the benefits against any unpaid
obligation the Executive may have with the Bank.



 


		9.10	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.



 


		9.11	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.



 




    	 	15	 



     

    

 


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



 


		9.13	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.



 


		9.14	Couterparts. This Agreement may be executed in one or more counterparts, each off which
shall be deemed to be an original but all of which together will constitute one and the same instrument.






 


		9.15	Notice. For the purposes of this Agreement, notices and all other communications provided
for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:



 


	Secretary
	The Farmers National Bank of Emlenton
	612 Main Street
	Emlenton, PA 16373


 


		9.16	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 thereunder, including such regulations as may be promulgated after the Effective Date of this Agreement.



 


		9.17	Deduction Limitation on Benefit Payments. If the Bank reasonably anticipates that the Bank’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 Bank to ensure that the entire amount of any distribution from this Agreement is deductible,
the Bank 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 Bank reasonably
anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).



 




    	 	16	 



     

    

 


IN WITNESS WHEREOF,
the Executive and a duly authorized representative of the Bank have signed this Agreement.


 


	Executive:	 	BANK:
	 	 	 
	 	 	The Farmers National Bank of Emlenton
	 	 	 	 
	/s/William C. Marsh	 	By: 	/s/Robert L. Hunter
	William C. Marsh	 	 	 
	 	 	Title:	Chairman, Human Resources Committee


 


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


 


	Attest:	 	Corporation:
	 	 	 
	 	 	Emclaire Financial Corp.
	 	 	 	 
	/s/Linda L. Bartley	 	By:	/s/Robert L. Hunter
	 	 	 	 
	 	 	Title:	Chairman , Human Resources Committee


 




    	 	17	 



     

    

 


The Farmers National Bank of Emlenton


Supplemental Executive Retirement Plan Agreement


BENEFICIARY DESIGNATION FORM





 



 


		{ }	New Designation



		{ }	Change in Designation



 


I, William C. Marsh, designate the following
as Beneficiary under the Agreement:


 


	Primary:	 	 	 
	 	 	 	%
	 	 	 	 
	 	 	 	 
	 	 	 	%
	 	 	 	 
	 	 	 	 
	Contingent:	 	 	 
	 	 	 	%
	 	 	 	 
	 	 	 	 
	 	 	 	%
	 	 	 	 


 


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 Plan Administrator, which shall be effective only upon receipt and
acknowledgment by the Plan Administrator 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:	William C. Marsh	 	 
	 	 	 	 
	Signature:	______________________________________	Date:	_______


 


	Received by the Plan Administrator this ________ day of ___________________, 201_
	 	 	 	 
	By:	_________________________________	 	 
	 	 	 	 
	Title:	_________________________________	 	 


 




    	 	1	 



     


    

 










The Farmers National
Bank of Emlenton


Supplemental Executive
Retirement Plan Agreement


 


Schedule
A


 


	 	 	 	Early Termination	 	 	Disability	 	 	Change on Control	 	 	Pre-retirement Death

 Benefit	 
		 	 	Payable At Separation 

from Service	 	 	Payable Upon Normal 

Retirement Age	 	 	Payable At Separation 

from Service	 	 	 	 
	 Values as of	 	 	Vesting	 	 	5-Year Annual

    Benefit	 	 	Vesting	 	 	20-Year Annual
    

    Benefit	 	 	Vesting	 	 	Lump Sum

    Benefit	 	 	20-Year Annual
    Benefit	 
	 	1/1/2013	 	 	 	100	%	 	 	18,612	 	 	 	100	%	 	 	23,332
                                         	1	 	 	100	%	 	 	425,119		 	 	78,000	 
	 	9/30/2013	 	 	 	100	%	 	 	24,080	 	 	 	100	%	 	 	25,479	 	 	 	100	%	 	 	440,506	 	 	 	78,000	 
	 	9/30/2014	 	 	 	100	%	 	 	31,680	 	 	 	100	%	 	 	28,206	 	 	 	100	%	 	 	461,891	 	 	 	78,000	 
	 	9/30/2015	 	 	 	100	%	 	 	39,648	 	 	 	100	%	 	 	30,749	 	 	 	100	%	 	 	484,315	 	 	 	78,000	 
	 	9/30/2016	 	 	 	100	%	 	 	48,004	 	 	 	100	%	 	 	33,120	 	 	 	100	%	 	 	507,828	 	 	 	78,000	 
	 	9/30/2017	 	 	 	100	%	 	 	56,765	 	 	 	100	%	 	 	37,085	 	 	 	100	%	 	 	532,482	 	 	 	78,000	 
	 	9/30/2018	 	 	 	100	%	 	 	65,952	 	 	 	100	%	 	 	41,093	 	 	 	100	%	 	 	558,332	 	 	 	78,000	 
	 	9/30/2019	 	 	 	100	%	 	 	75,584	 	 	 	100	%	 	 	44,916	 	 	 	100	%	 	 	585,438	 	 	 	78,000	 
	 	9/30/2020	 	 	 	100	%	 	 	85,685	 	 	 	100	%	 	 	48,555	 	 	 	100	%	 	 	613,860	 	 	 	78,000	 
	 	9/30/2021	 	 	 	100	%	 	 	96,275	 	 	 	100	%	 	 	52,033	 	 	 	100	%	 	 	643,662	 	 	 	78,000	 
	 	9/30/2022	 	 	 	100	%	 	 	107,380	 	 	 	100	%	 	 	55,349	 	 	 	100	%	 	 	674,910	 	 	 	78,000	 
	 	9/30/2023	 	 	 	100	%	 	 	119,024	 	 	 	100	%	 	 	58,512	 	 	 	100	%	 	 	707,676	 	 	 	78,000	 
	 	9/30/2024	 	 	 	100	%	 	 	131,233	 	 	 	100	%	 	 	61,521	 	 	 	100	%	 	 	742,032	 	 	 	78,000	 
	 	9/30/2025	 	 	 	100	%	 	 	144,035	 	 	 	100	%	 	 	64,398	 	 	 	100	%	 	 	778,056	 	 	 	78,000	 
	 	9/30/2026	 	 	 	100	%	 	 	157,458	 	 	 	100	%	 	 	67,143		 	 	100	%	 	 	815,829	 	 	 	78,000	 
	 	9/30/2027	 	 	 	100	%	 	 	171,533	 	 	 	100	%	 	 	69,760	 	 	 	100	%	 	 	855,436	 	 	 	78,000	 
	 	9/30/2028	 	 	 	100	%	 	 	186,291	 	 	 	100	%	 	 	72,247	 	 	 	100	%	 	 	896,965	 	 	 	78,000	 
	 	9/30/2029	 	 	 	100	%	 	 	201,766	 	 	 	100	%	 	 	74,628	 	 	 	100	%	 	 	940,511	 	 	 	78,000	 
	 	9/30/2030	 	 	 	100	%	 	 	217,992	 	 	 	100	%	 	 	76,899	 	 	 	100	%	 	 	986,171	 	 	 	78,000	 
	 	3/31/2031	 	 	 	100	%	 	 	226,398		 	 	100	%	 	 	78,000	 	 	 	100	%	 	 	1,009,825	 	 	 	78,000	 



 





* All annual benefit amount will
be distributed in 12 equal monthly payments.


1 Greater of Disability
Annual benefit from current Schedule A assuming 7.00% discount rate or current Annual Disability Benefit using 4.75% Discount
Rate.







 








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