Exhibit 10.2(a)





 


SB
FINANCIAL GROUP, INC.





AMENDED
AND RESTATED CHANGE OF CONTROL AGREEMENT





FOR
MARK A. KLEIN


  


THIS
AGREEMENT between SB Financial Group, Inc. (the “Company”) and Mark A. Klein (the “Executive”) is effective
as of the 22nd day of January, 2018 (the “Effective Date”). This Agreement replaces the SB Financial Group, Inc. Change
of Control Agreement for Mark A. Klein dated as of July 15, 2015 (the “COC Agreement”).


 


WITNESSETH:


 


WHEREAS,
the Company and the Executive previously entered into the COC Agreement to provide the Executive with the benefits described therein;
and


  


WHEREAS,
the Company and the Executive wish to make changes as set forth herein.


  


NOW,
THEREFORE, in consideration of the services performed in the past and to be performed in the future, as well as of the mutual
promises and covenants herein contained, the parties agree as follows:


 


AGREEMENT:


 


ARTICLE
1: DEFINITIONS


 


For
purposes of this Agreement, the following capitalized words and phrases shall have the following meanings unless another context
clearly requires another meaning:


 


		1.1	ACT.
                                         The Securities Exchange Act of 1934, as amended.



 


1.2 ACCRUED
OBLIGATIONS. Any accrued but unpaid base salary through the date of any Termination, which shall be paid within thirty (30)
days following the date of Termination; and any unreimbursed business expenses or other payments and benefits to which the Executive
is then entitled under the employee benefit plans of the Company as of the date of such Termination, payable in accordance with
the terms of such plan(s).


 


1.3 AFFILIATE.
Any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture,
trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Company.


 


1.4 AGREEMENT.
This SB Financial Group, Inc. Change of Control Agreement for Mark A. Klein, as it may be amended from time to time.


 


1.5 ANNUAL
DIRECT SALARY. The Executive’s annualized base salary based on the highest base salary rate in effect for any pay period
ending with or within the thirty-six (36) consecutive calendar month period ending on or immediately before the date on which
it is being calculated, multiplied by twelve (12). Annual Direct Salary will be determined without including any employee or fringe
benefits, bonuses, incentives or other compensation (other than base salary) paid or earned during the calculation period.


 






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1.6 BENEFICIARY.
The person or persons whom the Executive has designated as set forth in Exhibit A to receive payments pursuant to this Agreement
in the event of Executive’s death. If the Executive has not designated any Beneficiary, or if the Executive’s designated
Beneficiary does not survive the Executive, the Executive’s estate shall be the Executive’s Beneficiary.


 


1.7 BOARD.
The Board of Directors of the Company.


 


1.8 CAUSE.
The occurrence of one or more of the following:


 


		(a)	The
                                         willful failure by the Executive to substantially perform the Executive’s duties
                                         hereunder (other than a failure attributable to an event that constitutes Good Reason
                                         or resulting from the Executive’s incapacity because of death or disability), after
                                         notice from the Company or an Affiliate, and a failure to cure such violation within
                                         twenty (20) days of said notice;



 


		(b)	The
                                         willful engaging by the Executive in misconduct injurious to the Company or an Affiliate;



 


		(c)	Dishonesty,
                                         insubordination or gross negligence of the Executive in the performance of the Executive’s
                                         duties;



 


		(d)	The
                                         Executive’s breach of fiduciary duty involving personal profit;



 


		(e)	Conduct
                                         on the part of the Executive which brings public discredit to the Company or an Affiliate,
                                         and, if the effect may be cured, a failure to cure within twenty (20) days of the date
                                         notice of such conduct is delivered to the Executive;



 


		(f)	The
                                         Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (including
                                         conviction of or plea of guilty or nolo contendere to a misdemeanor that was originally
                                         charged as a felony but was reduced to a misdemeanor as a result of a plea bargain),
                                         crime of falsehood or a crime involving moral turpitude or the actual incarceration of
                                         Executive for a period of twenty (20) consecutive days or more;



 


		(g)	The
                                         Executive’s theft or abuse of the Company’s or any Affiliate’s property
                                         or the property of the Company’s or any Affiliate’s customers, employees,
                                         contractors, vendors or business associates;



 


		(h)	The
                                         direction or recommendation of a state or federal bank regulatory authority to remove
                                         the Executive from the Executive’s position(s) with the Company or any Affiliate;



 


		(i)	The
                                         Executive’s willful failure to follow the good faith lawful instructions of the
                                         Board (or the board of directors of an Affiliate), with regard to its operations, after
                                         written notice and, if the event may be cured, a failure to cure such violation within
                                         twenty (20) days of the date said notice is delivered to the Executive;



 






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		(j)	Material
                                         breach of any contract or agreement that the Executive entered into with the Company
                                         or an Affiliate, including breach of any of the obligations described in Article 4 and,
                                         if the breach may be cured, a failure to cure such breach within twenty (20) days of
                                         the date notice of such breach is delivered to the Executive;



 


		(k)	Unauthorized
                                         disclosure of the trade secrets or Confidential Information of the Company or an Affiliate,
                                         or any of their trade partners or vendors; and



 


		(l)	Any
                                         intentional cooperation with any party attempting to effect a Change of Control unless
                                         (i) the Board has approved or ratified that action before the Change of Control
                                         or (ii) that cooperation is required by law.



 


However,
Cause will not arise solely because the Executive is absent from active employment during periods of vacation, consistent with
the Company’s or any Affiliate’s applicable vacation policy or other period of absence initiated by the Executive
and approved by the Company or such Affiliate.


 


Also,
if, after the Executive Terminates employment, the Company learns that the Executive has actively concealed conduct or an event
that, if discovered before employment Terminated, would have constituted “Cause,” the Company may recover any and
all amounts paid to the Executive (or to the Executive’s Beneficiary) under this Agreement in excess of the Accrued Obligations.


 


1.9 CHANGE
ENTITY. The entity resulting from a Change of Control or succeeding to the Company’s interests as a result of a Change
of Control.


 


1.10 CHANGE
OF CONTROL. The earliest of any of the following:


 


		(a)	Any
                                         transaction of a nature that would be required to be reported in response to Item 6(e)
                                         of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under
                                         the Act;



 


		(b)	A
                                         merger or consolidation of the Company with or purchase of all or substantially all of
                                         the Company’s assets by another “person” or group of “persons”
                                         (as such term is defined or used in Sections 13(d)(3) and 14(d) of the Act) and, as a
                                         result of such merger, consolidation or sale of assets, less than a majority of the outstanding
                                         voting stock of the surviving, resulting or purchasing person is owned, immediately after
                                         the transaction, by the holders of the voting stock of the Company before the transaction,
                                         regardless of when or how their voting stock was acquired;



 


		(c)	Any
                                         “person” (as such term is defined in Section 3(a)(9) of the Act and as used
                                         in Sections 13(d)(3) and 14(d)(2) of the Act) becomes through any means a “beneficial
                                         owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities
                                         of the Company representing fifty percent (50%) or more of the combined voting power
                                         of the Company’s then outstanding securities eligible to vote for the election
                                         of the Board;



 






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		(d)	Any
                                         “person” as defined above, other than the Company, the Executive or the Company’s
                                         ESOP, is or becomes the “beneficial owner” (as defined in Rule 13d-3 and
                                         Rule 13d-5, or any successor rule or regulation, promulgated under the Act), directly
                                         or indirectly, of securities of the Company which represent twenty-five percent (25%)
                                         or more of the combined voting power of the securities of the Company, then outstanding
                                         but disregarding any securities with respect to which that acquirer has filed SEC Schedule
                                         13G indicating that the securities were not acquired and are not held for the purpose
                                         of or with the effect of changing or influencing, directly or indirectly, the Company’s
                                         management or policies, unless and until that entity or person files SEC Schedule 13D,
                                         at which point this exception will not apply to such securities, including those previously
                                         subject to an SEC Schedule 13G filing; and



 


		(e)	Individuals
                                         who, on the Effective Date, constituted the Board (the “Incumbent Directors”)
                                         cease for any reason to constitute at least a majority of the members of the Board; provided
                                         that any person becoming a director subsequent to the Effective Date whose election or
                                         nomination for election was approved by a vote of at least two-thirds (2/3) of the then
                                         Incumbent Directors (either by a specific vote or by approval of the proxy statement
                                         of the Company in which such person is named as a nominee for director, without written
                                         objection to such nomination) shall be an Incumbent Director; and further provided, however,
                                         that no individual elected or nominated as a director of the Company initially as a result
                                         of an actual or threatened election contest with respect to directors or any other actual
                                         or threatened solicitation of proxies or consents by or on behalf of any person other
                                         than the Board shall ever be deemed to be an Incumbent Director.



 


If
more than one event that constitutes a Change of Control occurs during a Protection Period, the Executive shall be entitled to
the amount that produces the largest after-tax amount generated by any of the Changes of Control.


 


Notwithstanding
any other provision of this Agreement, the Executive will not be entitled to any amount under this Agreement if the Executive
acted in concert with any person or group (as defined above) to effect a Change of Control, other than at the specific direction
of the Board and in the Executive’s capacity as an employee of the Company.


 


1.11 CODE.
The Internal Revenue Code of 1986, as amended.


 


1.12 COMPANY.
SB Financial Group, Inc., an Ohio corporation having a place of business at 401 Clinton Street, Defiance, Ohio, formerly
known as Rurban Financial Corp.


 


1.13 CONFIDENTIAL
INFORMATION. Any and all information (other than information in the public domain) related to the Company’s, any Affiliate’s
or the Change Entity’s business, including all processes, inventions, trade secrets, computer programs, technical data,
drawings or designs, information concerning pricing and pricing policies, marketing techniques, plans and forecasts, new product
information, information concerning methods and manner of operations and information relating to the identity and location of
all past, present and prospective customers and suppliers.


 


1.14 DATE
OF THE CHANGE OF CONTROL. The date the first of any of the events described in Section 1.10 occurs.


 






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1.15 DISABILITY.
A medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous
period of not less than twelve (12) months and that entitles the Executive to receive disability benefits under the Company’s
group disability insurance policy.


  


1.16 EFFECTIVE
DATE January 22, 2018.


 


1.17 EXCISE
TAXES. The tax imposed on any excess parachute payments by Section 4999 of the Code.


 


1.18 EXECUTIVE.
Mark A. Klein, an individual.


 


1.19GOOD
REASON. The Executive will have “Good Reason” to terminate the Executive’s employment with the Company if
any of the events specified in the safe harbor definition of good reason in the rules and regulations under Internal Revenue Code
Section 409A occur during the Protection Period without the Executive’s consent (provided that the Company does not cure
the effect of such event within thirty (30) days following its receipt of written notice of such event from the Executive). The
safe harbor definition of good reason is currently contained in Rule 1.409A-1(n)(2)(ii). Notwithstanding the foregoing, Good Reason
shall cease to exist for an event on the ninetieth (90th) day following the later of its occurrence or the Executive's knowledge
thereof, unless the Executive has given the Company written notice of such event and the Executive's intent to terminate for Good
Reason prior to such date.


 


1.20 NON-COMPETITION
AREA. The geographic area within fifty (50) miles of the Company’s main office, as may be amended pursuant to Section
4.1.


 


1.21 NON-COMPETITION
PERIOD. The period beginning on the effective date of this Agreement and extending throughout the two (2) year period following
the Executive’s Termination, as may be amended pursuant to Section 4.1.


 


1.22 PROTECTION
PERIOD. The period beginning six (6) months before the date of the Change of Control and ending twenty-fourth (24) months
after the Change of Control.


 


1.23 RELEASE.
The “Release” described in Section 3.5.


 


1.24 TERM.
The term of this Agreement, including any extensions or renewals, as set forth in Article 2.


 


1.25 TERMINATES.
The Executive’s “separation from service” within the meaning of Section 409A of the Code from the Company
and all persons with whom the Company would be considered a single employer under Sections 414(b) and (c) of the Code.


 






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ARTICLE
2: TERM


 


The
Term of this Agreement shall be from the Effective Date through the end of the thirty-sixth (36th) consecutive calendar
month beginning on or immediately after the Effective Date. Unless the Company notifies the Executive in writing to the contrary
at least ninety (90) days before the end of the twelfth (12th) consecutive calendar month beginning after the Effective Date (and,
thereafter, anniversaries of the Effective Date) the Term of this Agreement will automatically be extended for an additional twelve
(12) calendar month period. No such notice of non-renewal may be delivered during any Protection Period and this Agreement will
not expire (except as specifically provided below) and will remain in effect throughout any Protection Period regardless of whether
that Protection Period ends after the date the Agreement otherwise would expire. Notwithstanding the foregoing, this Agreement
will terminate on the earliest of the following to occur:





 


		(a)	The
                                         Executive agrees, in writing, to terminate this Agreement, whether or not it is replaced
                                         with a similar agreement; or



 


		(b)	All
                                         payments due under this Agreement have been fully paid.



 


ARTICLE
3: PAYMENTS UPON TERMINATION


 


3.1TERMINATION
FOR CAUSE. If the Executive is Terminated for Cause or voluntarily Terminates without Good Reason, all rights of the Executive
under this Agreement shall cease as of the effective date of such Termination, except that the Executive shall be entitled to
receive the Accrued Obligations.


 


3.2 TERMINATION
WITHOUT CAUSE OR FOR GOOD REASON. If, during a Protection Period, the Executive is involuntarily Terminated other than for
Cause or voluntarily Terminates for Good Reason, the Company shall: 


 


		(a)	Provided
                                         that the Release has become irrevocable, within sixty (60) days following the Executive’s
                                         Termination, pay to the Executive a lump sum cash amount equal to two and ninety-nine
                                         hundredths (2.99) times the Executive’s Annual Direct Salary, subject to applicable
                                         withholdings and taxes;



 


		(b)	Provided
                                         that the Release has become irrevocable, within sixty (60) days following the Executive’s
                                         Termination, pay to the Executive a lump sum cash amount equal to thirty-six (36) times
                                         the sum of (i) the monthly COBRA premium for the group health, dental and vision insurance
                                         in which the Executive (and the Executive’s family, if applicable) was enrolled
                                         immediately before the Executive’s Termination, and (ii) the monthly premium for
                                         the Company’s group life and disability insurance coverage for the Executive, subject
                                         to applicable withholdings and taxes; and



 


		(c)	Pay
                                         to the Executive the Accrued Obligations.



 


Notwithstanding
the foregoing, if the sixty (60) day window would span two years, the payment will be made in the second year.


 


3.3[reserved]


 


3.4 SIX-MONTH
DISTRIBUTION DELAY FOR SPECIFIED EMPLOYEES. Notwithstanding anything in this Agreement to the contrary, in the event that
the Executive is a “specified employee” (as defined in Section 409A of the Code) of the Company, determined pursuant
to the Company’s policy for identifying specified employees, on the date of the Executive’s Termination, no payment
on account of the Executive’s Termination shall be made until the first (1st) day of the seventh (7th) month following the
date of Termination (or, if earlier, the date of the Executive’s death). The cumulative amount paid on such day shall include
any payments that could not be made during such period.


 






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3.5 RELEASE.
As a condition to receiving any payments under this Agreement, other than payment of the Accrued Obligations, the Executive
must release the Company, the Change Entity and all of their Affiliates, and all of their employees and directors (the “Released
Parties”) from any and all claims that the Executive may have against the Released Parties up to and including the date
the Executive signs a Waiver and Release of Claims (the “Release”) in the form provided by the Company and that release
has become irrevocable. Notwithstanding anything to the contrary in this Agreement, the Executive acknowledges that the Executive
is not entitled to receive, and will not receive, any payments pursuant to this Agreement unless and until the Executive provides
the Company with said Release prior to the first date that payment is to be made or is to commence.


 


ARTICLE
4: COVENANTS


 


4.1 NON-COMPETITION.
In consideration of the benefits provided in this Agreement:


 


		(a)	Executive
                                         hereby acknowledges and recognizes the highly competitive nature of the business of the
                                         Company and its Affiliates. Accordingly, in consideration of the compensation and benefits
                                         described in this Agreement, during the Non-Competition Period, Executive shall not:



 


		(i)	Within
                                         the Non-Competition Area, provide financial or executive assistance to any person, firm,
                                         corporation or enterprise engaged in (1) the banking or financial services industry
                                         (including bank holding companies), or (2) any other activity in which the Company
                                         or an Affiliate engaged as of either the beginning of the Non-Competition Period or the
                                         Date of the Change of Control; or



 


		(ii)	Directly
                                         or indirectly contact, solicit or induce any person, corporation or other entity who
                                         or which is a customer or referral source of the Company or an Affiliate during the term
                                         of Executive’s employment or on the date of Termination of Executive’s employment,
                                         to become a customer or referral source for any person or entity other than the Company
                                         and its Affiliates; or



 


		(iii)	Directly
                                         or indirectly solicit, induce or encourage any employee of the Company or its Affiliates,
                                         who is employed during the term of Executive’s employment or on the date of Termination
                                         of Executive’s employment, to leave the employ of the Company or its Affiliates
                                         or to seek, obtain or accept employment with any person or entity other than the Company
                                         or its Affiliates.



 


		(b)	It
                                         is expressly understood and agreed that, although Executive and the Company and its Affiliates
                                         consider the restrictions contained in this Section 4.1 reasonable for the purpose of
                                         preserving for the Company and its Affiliates, their good will and other proprietary
                                         rights, if a final judicial determination is made by a court having jurisdiction that
                                         the Non-Competition Area, the Non-Competition Period or any other restriction contained
                                         in this Section 4.1 is an unreasonable or otherwise unenforceable restriction against
                                         Executive, the provisions of this Section 4.1 shall not be rendered void, but shall be
                                         deemed amended to apply as to such maximum time and territory and to such other extent
                                         as such court may judicially determine or indicate to be reasonable.



 






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		(c)	The
                                         existence of any immaterial claim or cause of action of the Executive against the Company
                                         or its Affiliates, whether predicated on this Agreement or otherwise, shall not constitute
                                         a defense to the enforcement by the Company or its Affiliates of this covenant. The Executive
                                         agrees that any breach of the restrictions set forth in this Section 4.1 will result
                                         in irreparable injury to the Company and its Affiliates for which they will have no adequate
                                         remedy at law and the Company and its Affiliates shall be entitled to injunctive relief
                                         in order to enforce the provisions hereof and/or seek specific performance and damages.



 


		(d)	The
                                         Company and the Executive agree that the prohibition against competition in this Section
                                         4.1 is void and of no force or effect if a Change of Control occurs before the Executive’s
                                         Termination occurs or at the same time the Executive’s Termination occurs.






 


4.2 UNAUTHORIZED
DISCLOSURE. During the term of Executive’s employment, or at any later time, the Executive shall not, without the written
consent of the Board (or the board of directors of an Affiliate) or a person authorized thereby, knowingly use or disclose to
any person, other than an authorized employee of the Company or such Affiliate, or a person to whom disclosure is reasonably necessary
or appropriate in connection with the performance by the Executive of the Executive’s duties as an executive of the Company
and its Affiliates, any material Confidential Information obtained by the Executive while in the employ of Company and its Affiliates
with respect to any of the services, products, improvements, formulas, designs or styles, processes, customers, customer lists,
methods of business or any business practices of the Company and its Affiliates, the disclosure of which could be or will be damaging
to the Company or its Affiliates; provided, however, that Confidential Information shall not include any information known generally
to the public (other than as a result of unauthorized disclosure by the Executive or any person with the assistance, consent or
direction of the Executive) or any information of a type not otherwise considered confidential by persons engaged in the same
business or a business similar to that conducted by the Company and its Affiliates or any information that must be disclosed as
required by law.


 


4.3 NON-DISPARAGEMENT.
The Executive agrees that during the Term and following the termination of the Executive’s employment, the Executive shall
not make any public statements which disparage the Company or any Affiliate or any of their respective directors, officers or
employees, and the Company and its Affiliates shall make reasonable efforts to prevent their directors, officers or employees
from making any public statements which disparage the Executive. Nothing in the foregoing is intended to prohibit the Executive
or the Company and its Affiliates, its directors, officers or employees from making truthful statements required by order of a
court, governmental body or regulatory body having appropriate jurisdiction.


 






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4.4
 RETURN OF PROPERTY. The Executive agrees that, upon the termination of the Executive’s
employment, the Executive shall promptly return to the Company any keys, credit cards, passes, confidential documents or material,
or other property belonging to the Company or any Affiliate, and the Executive shall also return all writings, files, records,
correspondence, notebooks, notes and other documents and things (including any copies thereof) containing confidential information
or relating to the business or proposed business of the Company or any Affiliate or containing any Confidential Information relating
to the Company or any Affiliate, except any personal diaries, calendars, rolodexes or personal notes or correspondence.


 


4.5
 COOPERATION. The Executive agrees that during the Term and following the termination
of the Executive’s employment, the Executive shall be reasonably available to testify truthfully on behalf of the Company
and its Affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist
the Company and its Affiliates, in all reasonable respects in any such action, suit, or proceeding, by providing information and
meeting and consulting with the Board, or their representatives or counsel, or representatives or counsel to the Company and its
Affiliates, as requested; provided, however that the same does not materially interfere with Executive’s then-current professional
activities, and that Executive shall be reasonably compensated for the Executive’s time.


 


ARTICLE
5: MISCELLANEOUS


 


5.1 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 United States certified mail, return receipt requested,
postage prepaid, addressed as follows:


 





	If to the Executive:	Mark. A. Klein
	 	At the last address on file with the Company
	 	 
	If to the Company:	SB Financial Group, Inc. 
	 	Human Resource Director
	 	401 Clinton Street
	 	Defiance, OH  43512
	 	 
	If to the Change Entity: 	At the address provided













 


or
to such other address as Executive, the Company or the Change Entity may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.


 


5.2 SUCCESSORS;
BINDING AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Company and its Affiliates and Executive,
their respective personal representatives, heirs, assigns or successors; provided, however, that the Executive may not commute,
anticipate, encumber, dispose of or assign any payment herein except as specifically set forth in Sections 5.10(d) and (e) of
this Agreement.


 






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5.3 SEVERABILITY.
If any provision of this Agreement is declared unenforceable for any reason, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect.


 


5.4 WAIVER;
AMENDMENT. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by Executive and an executive officer specifically designated by the Board. No waiver by either
party, at any time, of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. This Agreement may be amended or canceled only by mutual agreement of the parties in writing.


 


5.5LIMITATION
OF DAMAGES FOR BREACH OF AGREEMENT. (a) In the event of a breach of this Agreement, by either the Company or the Executive,
each hereby waives to the fullest extent permitted by law, the right to assert any claim against the others for punitive or exemplary
damages. The Executive is not required to mitigate the amount of any payment described in this Agreement by seeking other employment
or otherwise, nor will the amount of any payment or benefit provided for in this Agreement be reduced by any compensation or benefits
the Executive earns, or is entitled to receive, in any capacity after Termination or by reason of the Executive’s receipt
of or right to receive any retirement or other benefits attributable to employment.





 


(b) The
Company is aware that after a Change of Control management could cause or attempt to cause the Company to refuse to comply with
its obligations under this Agreement, or could institute or cause or attempt to cause the Company to institute litigation seeking
to have this Agreement declared unenforceable, or could take or attempt to take other action to deny Executive the benefits intended
under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Company intends that the Executive
not be required to incur expenses associated with enforcement of rights under this Agreement, whether by litigation or other legal
action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive
hereunder. The Company intends that the Executive not be forced to negotiate settlement of rights under this Agreement under threat
of incurring expenses. Accordingly, if after a Change of Control it appears to the Executive that (x) the Company has failed
to comply with any of its obligations under this Agreement, or (y) the Company or any other person has taken any action
to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish,
or recover from the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes
the Executive to retain counsel of the Executive’s choice, at the Company’s expense as provided in this Section 5.5(b),
to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Company
or any director, officer, stockholder, or other person affiliated with the Company, in any jurisdiction. Despite any existing
or previous attorney-client relationship between the Company and any counsel chosen by the Executive under this Section 5.5(b),
the Company irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Company
and the Executive agree that a confidential relationship exists between the Executive and that counsel. The fees and expenses
of counsel selected by the Executive will be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon
presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices,
regardless of whether suit is brought and regardless of whether incurred in arbitration, trial, bankruptcy, or appellate proceedings.
The Company’s obligation to pay the Executive’s legal fees under this Section 5.5(b) operates separately from and
in addition to any legal fee reimbursement obligation the Company may have with the Executive under any separate employment, severance,
or other agreement. If Section 5.6 would impose a limitation on the Executive’s right to recover or obtain reimbursement
or payment of costs, including but not limited to attorneys’ fees, under this Section 5.5(b), the Company and the Executive
agree that this Section 5.5(b) is intended to be an exception to the limitations of Section 5.6 and that any conflict between
this Section 5.5(b) and Section 5.6 is to be resolved in favor of this Section 5.5(b).


 






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5.6 ARBITRATION.
Any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, except for any claims brought
by the Company or its Affiliates for equitable relief or an injunction to enforce the restrictive covenants contained in Article
4, will be settled by arbitration in Defiance County, Ohio in accordance with the Rules of the American Arbitration Association,
and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof.
The arbitrator shall not be bound by the rules of evidence and procedure of the courts of the State of Ohio, but shall be bound
by the substantive law applicable to this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross
and obvious error of fact, shall be final and binding upon the parties and shall be enforceable in courts of proper jurisdiction.


 


The
Company will bear all reasonable costs of arbitration, including reimbursement of reasonable attorneys’ fees, for any dispute
arising under this Agreement. Any payment of such costs shall be subject to the following limitations: (i) the costs eligible
for payment shall include any costs arising during the lifetime of the Executive; (ii) the amount of costs paid during any taxable
year of the Executive may not affect the amount of costs eligible for payment in any other taxable year; (iii) any costs being
paid shall be paid no later than December 31 of the year following the year in which they were incurred; and (iv) the right to
payment may not be subject to liquidation or exchange for another benefit.


 


5.7 LAW
GOVERNING. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard
to its conflicts of law principles.


 


5.8 VALIDITY.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force and effect.


 


5.9 HEADINGS.
The section headings of this Agreement are for convenience only and shall not control or affect the meaning or construction
or limit the scope or intent of any of the provisions of this Agreement.


 






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5.10 OTHER
PROVISIONS.


 


		(a)	Except
                                         as expressly provided in this Agreement, the Executive’s right to receive the payments
                                         described in this Agreement will not decrease the amount of, or otherwise adversely affect,
                                         any other benefits payable to the Executive under any other plan, agreement or arrangement.



 


		(b)	The
                                         Executive is not required to mitigate the amount of any payment described in this Agreement
                                         by seeking other employment or otherwise, nor will the amount of any payment or benefit
                                         provided for in this Agreement be reduced by any compensation or benefits the Executive
                                         earns, or is entitled to receive, in any capacity after Termination or by reason of the
                                         Executive’s receipt of or right to receive any retirement or other benefits attributable
                                         to employment.



 


		(c)	Except
                                         as expressly provided elsewhere in this Agreement, the amount of any payment made under
                                         this Agreement will be reduced by amounts the Company or its Affiliate, as applicable,
                                         is required to withhold in payment (or in anticipation of payment) of any income, wage
                                         or employment taxes imposed on the payment.



 


		(d)	The
                                         right of an Executive or any other person to receive any amount under this Agreement
                                         may not be assigned, transferred, pledged or encumbered except by will or by applicable
                                         laws of descent and distribution. Any attempt to assign, transfer, pledge or encumber
                                         any amount that is or may be receivable under this Agreement will be null and void and
                                         of no legal effect. However, this Section 5.10 will not preclude payment of any benefit
                                         to which a deceased Executive is entitled.



 


		(e)	Subject
                                         to Section 5.10(d), this Agreement inures to the benefit of and may be enforced
                                         by the Executive’s personal or legal representatives, executors, administrators,
                                         successors, heirs, distributees, devisees and legatees.



 


		(f)	If
                                         the Executive’s employment relationship shifts between the Company and any related
                                         entity before a Change of Control or after a Change of Control, between the Change Entity
                                         and any entity related to the Change Entity and there has been no intervening Termination,
                                         this Agreement will remain in full force and effect and for all purposes of this Agreement,
                                         the Executive’s new employer will be substituted for the Executive’s prior
                                         employer.



 


		(g)	If
                                         the entity that employs the Executive ceases to be related to the Company, whether or
                                         not as part of a transaction that constitutes a Change of Control, this Agreement will
                                         remain in full force and effect.



 


5.11 ENTIRE
AGREEMENT. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties
have made no agreement, representations, or warranties relating to the subject matter of this Agreement that are not set forth
herein. This Agreement may be amended only by mutual written agreement of the parties. This Agreement and any amendment thereto
may be executed in one or more counterparts.


 






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5.12 REGULATORY
LIMITATIONS.  Notwithstanding anything to the contrary contained herein, the Executive acknowledges and agrees that any payments
made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned on compliance with the provisions
of 12 U.S.C. §1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions contain certain
prohibitions and limitations on the making of “golden parachute” and certain indemnification payments by FDIC-insured
institutions and their holding companies. In the event any payments to the Executive pursuant to this Agreement are prohibited
or limited by the provisions of such statute and/or regulation, the Company (a) shall pay the maximum amount that may be
paid after applying such limitations; and (b) will use its commercially reasonable efforts to obtain the consent of the appropriate
regulatory authorities to the payment of any amount that otherwise cannot be paid due to the application of such limitations.
The Executive agrees that the Company shall not have breached its obligations under this Agreement if it is not able to pay all
or some portion of any payment due to the Executive as a result of the application of these limitations.


 


5.13 SECTION
409A. This Agreement is intended to comply with the requirements of Section 409A of the Code and, to the maximum extent permitted
by law, shall be interpreted, construed and administered consistent with this intent. None of the Company or its Affiliates or
any other person shall have liability in the event this Agreement fails to comply with the requirements of Section 409A of the
Code. Nothing in this Agreement shall be construed as the guarantee of any particular tax treatment to the Executive.


 


5.14 REMEDIES
CUMULATIVE. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and
every remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or current or future
law or in equity. The failure of either party to insist in any instance on the strict performance of any provision of this Agreement
or to exercise any right hereunder will not constitute a waiver of such provision or right in any other instance.


 


5.15 OPPORTUNITY
TO REVIEW. The Executive represents that the Executive has been provided with an opportunity to review the terms of this Agreement
with legal counsel


 


5.16 NO
PRESUMPTION. The parties agree that this Agreement is the product of negotiations between parties representing by legal counsel
and that the presumption of interpreting ambiguities against the drafter of this Agreement shall not apply.


 


5.17 NO
EMPLOYMENT CONTRACT. This Agreement is not an employment contract. Nothing contained herein shall guarantee or assure the
Executive of continued employment by the Company, any Affiliate or the Change Entity.





 


[signature
page attached]


 




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IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Agreement to be duly executed in their
respective names and, in the case of the Company, by its authorized representative, on the date first written above.


 





	SB FINANCIAL GROUP, INC.	 
	 	 	 
	By:	/s/Anthony V. Cosentino	 
	Its:	EVP, Chief Financial Officer	 
	 	 
	EXECUTIVE	 
	 	 
	/s/ Mark A. Klein	 
	Mark A. Klein










 




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EXHIBIT
A





SB
FINANCIAL GROUP, INC.


AMENDED
AND RESTATED CHANGE OF CONTROL AGREEMENT





FOR
MARK A. KLEIN


  


DESIGNATION
OF BENEFICIARY


 


Pursuant
to the terms of the SB Financial Group, Inc. Amended and Restated Change of Control Agreement dated January 22, 2018 (“Agreement”)
between myself and SB Financial Group, Inc., I, Mark A. Klein, hereby designate the following beneficiary(ies) to receive payments
which may be due under such Agreement after my death:


 


Primary
Beneficiary:


 





	 	 	 	 	 
	Name	 	Address	 	Relationship
	 	 	 	 	 
	Contingent Beneficiary(ies):	 	 	 	 
	 	 	 	 	 
	Name	 	Address	 	Relationship
	 	 	 	 	 
	 	 	 	 	 
	Name	 	Address	 	Relationship










 


The
primary beneficiary named above shall be the Beneficiary defined in the Agreement if he or she is living at the time a payment
thereunder becomes due and payable, and the contingent beneficiary named above shall be the designated beneficiary referred to
in the Agreement only if he or she is living at the time a payment becomes payable and the primary beneficiary is not then living.


 


This
designation hereby revokes any prior designation which may have been in effect.


 





	 	Date:	     
	 	 
	 	 
	 	Mark A. Klein
	 	 
	 	Acknowledged by:
	 	 
	 	 
	 	(Company Officer)




 


 


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Klein change in control agreement October 11, 2017