Exhibit 10.4








 


[Form
Of]


 


Eagle
Savings Bank 


Amended
and Restated 


Supplemental
Director Retirement Plan


 


RECITALS:


 


WHEREAS,
Eagle Savings Bank, an Ohio corporation, (the “Bank”), has previously adopted the Eagle Savings Bank Supplemental
Director Retirement Plan (the “Prior Plan”) effective as of July 1, 2010; and


 


WHEREAS,
in connection with the conversion of the Bank from the mutual to the stock form of organization, the Bank desires to amend and
restate the Prior Plan in order to make certain changes; and


 


WHEREAS,
Section 6.4 of the Prior Plan provides that the plan may be amended from time to time and this Eagle Savings Bank Amended and
Restated Supplemental Director Retirement Plan (the “Plan”) shall supersede and replace the Prior Plan.


 


NOW, THEREFORE, the Bank hereby amends and restates
the Plan as follows:


 


ARTICLE
I


GENERAL


 


		1.1	Purpose of the Plan.
                                         The purpose of this Plan is to reward certain management and highly compensated members
                                         of the Board of Directors of the Bank who have contributed to the Bank’s success
                                         and are expected to continue to contribute to such success in the future.



 


		1.2	Plan Benefits Generally.
                                         Pursuant to the Plan, the Bank may provide to each Participant, as defined herein
                                         below, such benefit as provided on the terms and conditions contained in the Plan and
                                         the Participant’s individual Participation Agreement.



 


		1.2	Effective
                                         Date. The Plan was originally effective as of July 1, 2010, and the Plan is amended
                                         and restated as of January 1, 2017.



 


ARTICLE
II

DEFINITIONS


 


		2.1	Accrued Benefit Liability.
                                         Accrued Benefit Liability shall mean with respect to each Participant, the amount
                                         of accrued liability for the Participant at the time of Separation from Service. For
                                         purposes of this Plan and the Participation Agreement, the Accrued Benefit Liability
                                         shall mean the amount accrued by the Bank to fund the future benefit expense associated
                                         with this Plan and Participation Agreement as it relates to a specific Participant. The
                                         Bank shall account for this benefit using Generally Accepted Accounting Principles, regulatory
                                         accounting guidance of the Bank’s primary federal regulator, and other applicable
                                         accounting guidance, including APB 12 and FAS 106. Accordingly, the Bank shall establish
                                         a liability retirement account for the Director into which appropriate accruals shall
                                         be made using a reasonable discount rate, which is at least equal to the Applicable Federal
                                         Rate (AFR), and which may be adjusted from time to time.



 


2.2          Administrator.
Administrator shall mean the Bank as defined herein.


 


		2.3	Beneficiary. Beneficiary
                                         means the person or persons designated by a Participant as his beneficiary in accordance
                                         with the provisions of Article V and subject to the Participation Agreement. Each Participant
                                         may at any time, and from time to time, change any previous Beneficiary designation,
                                         without notice to or consent from any previously designated Beneficiary, by amending
                                         their previous designation of a form prescribed by the Administrator. If no person shall
                                         be designated by the Participant as a Beneficiary, or if the designated Beneficiary shall
                                         not



 




     


     


    

 


 


survive
the Participant, payment of their interest shall be made to the Participant’s estate.


 


		2.4	Board. Board means the Board of Directors of the
Bank.



 


		2.5	Cause. Cause shall have the meaning set forth in
Section 4.2.



 


	2.6	Change in Control.
                                         Provided that such definition shall be interpreted in a manner that is consistent
                                         with Code Section 409A and regulations thereunder, a “Change in Control”
                                         of the Bank (which, for purpose of this Section 2.6 shall mean Eagle Savings Bank but
                                         not any of its affiliates or subsidiaries) shall mean the first to occur of any of the
                                         following;



 


(a)       the
date that any one person or persons acting as a group acquires ownership of Bank stock constituting more than fifty percent (50%)
of the total fair market value or total voting power of the Bank;


 


(b)       the
date that any one person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) ownership of the stock of the Bank possessing thirty percent (30%) or
more of the total voting power of the stock of the Bank;


 


(c)       the
date that any one person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) assets from the Bank that have a total gross fair market value equal
to or more than forty percent (40%)) of the total gross fair market value of all of the assets of the Bank immediately prior to
such acquisition; or


 


(d)       the
date that a majority of members of the Bank’s Board is replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or elections.


 


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


 


	2.7	ERISA. The Employee
                                         Retirement Income Security Act of 1974, as amended from time to time.



 


	2.8	Director. Director
                                         means an employee of the Bank who is considered part of a select group of management
                                         or highly compensated employee of the Bank and is designated by the Administrator as
                                         eligible to participate in the Plan.



 


		2.9	Normal Retirement. Normal
                                         Retirement means Participant’s Separation of Service for any reason, other than
                                         for Cause, after such Participant has reached their Normal Retirement Age.



 


		2.10	Normal Retirement
                                         Age. Normal Retirement Age means the normal retirement age set forth in the Participant’s
                                         Participation Agreement.



 


	2.11	Participant. Participant
                                         means any Director who elects to participate in the Plan by entering into a Participation
                                         Agreement in accordance herewith. The Administrator may, from time to time in its sole
                                         discretion, with Cause, revoke a Participant’s participation in the Plan upon ninety
                                         (90) days’ written notice. The Administrator may from time to time, in its sole
                                         discretion without Cause, revoke a Participant’s participation upon the mutual
                                         consent of the Participant and Administrator.



 


	2.12	Participation Agreement.
                                         Participation Agreement means a written agreement between the Bank and a Participant,
                                         pursuant to which the Bank agrees to make a SERP Benefit payment, or payments, in accordance
                                         with the Plan and the Participation Agreement. Each Participation Agreement shall contain
                                         such information, terms and conditions as the Administrator in its



 




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discretion
may specify, including without limitation, the following:


 


		(a)	the effective date of the Participant’s participation
                                         in the Plan;



 


		(b)	the Participant’s Normal Retirement Age;



 


		(c)	the SERP Benefits to which the Participant is entitled under
                                         the Plan and, the form such benefits are to be paid in (i.e. installments or lump sum);



 


		(d)	the identity of the
                                         Participant’s Beneficiary; and



 


		(e)	any other provisions which supplement the terms and conditions
                                         contained in the Plan and which are not inconsistent with the terms and conditions of
                                         the Plan.



 


	2.13	Plan. Plan means
                                         Eagle Savings Bank Supplemental Director Retirement Plan as the same may be amended from
                                         time to time.



 


	2.14	Plan Year. Plan
                                         Year shall mean calendar year.



 


	2.15	Separation from Service.
                                         As provided by regulations promulgated under the Internal Revenue Code Section 409A,
                                         a Participant shall incur a Separation from Service with the Service Recipient due to
                                         death, Board retirement or other Board termination related to the status of a Participant
                                         as Director with the Service Recipient unless the relationship is treated as continuing
                                         intact while the individual is on military leave, sick leave, or other bona fide leave
                                         of absence if the period of such leave does not to exceed six months, or if longer, so
                                         long as the individual retains a right to reemployment with the Service Recipient under
                                         an applicable statute or by contract.



 


		2.16	SERP Benefit. SERP
                                         Benefit means, with respect to each Participant, an annual cash benefit in the amount
                                         determined pursuant to the Participant’s Participation Agreement, minus any offset
                                         amounts specified therein.



 


		2.17	Service Recipient.
                                         As provided by regulations promulgated under Code Section 409A, Service Recipient shall
                                         mean the Bank or person for whom the services are performed and with respect to whom
                                         the legally binding right to compensation arises, and all persons with whom such person
                                         would be considered a single Bank under Code Section 414(b) (employees of controlled
                                         group of corporations), and all persons with whom such person would be considered a single
                                         Bank under Code Section 414(c) (employees of partnerships, proprietorships, etc., under
                                         common control).



 


		2.18	Vesting. The Participant’s
                                         ownership rights in the SERP Benefit shall arise, or vest, solely with the occurrence
                                         of those conditions precedent to Vesting as contained in the Participation Agreement.



 


ARTICLE
III

ELIGIBILITY AND PARTICIPATION


 


		3.1	Eligibility. The Administrator,
                                         in its sole discretion, shall from time to time determine those Director(s) who shall
                                         be eligible to participate in the Plan.



 


	3.2	Participation.
                                         Each Director who is eligible to participate in the Plan shall enroll in the Plan by
                                         entering into a Participation Agreement and completing such other forms and furnishing
                                         such other information as the Administrator may request. A Director’s participation
                                         in the Plan shall commence as of the date specified in the Participation Agreement.



 


ARTICLE
IV

BENEFITS


 


		4.1	SERP Benefit. Each
                                         Participant, subject to the terms and conditions of his Participation



 




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Agreement,
shall become entitled to receive such benefits as set forth in the executed Participation Agreement.


 


		4.2	No Benefits Payable
                                         Upon Separation from Service for Cause. Notwithstanding anything herein or in the
                                         Participation Agreement to the contrary, no benefits shall be payable, at the discretion
                                         of the Bank, to any Participant who has a Separation from Service for Cause. For purposes
                                         hereof, a Participant who has a Separation from Service for any of the following reasons
                                         shall be regarded as having been terminated for Cause:



 


		(a)	engaging in willful or grossly negligent misconduct that
                                         is materially injurious to the Bank;



 


		(b)	embezzlement or misappropriation of funds or property of
                                         the Bank;



 


		(c)	conviction of a felony or the entrance
                                         of a plea of guilty or nolo contendere to a felony;



 


		(d)	conviction of any crime involving
                                         fraud, dishonesty, moral turpitude or breach of trust or the entrance of a plea of guilty
                                         to such a crime;



 


		(e)	failure or refusal by the Participant
                                         to devote full business time and attention to the performance of his or her duties and
                                         responsibilities if such breach has not been cured within fifteen (15) days after notice
                                         is given to the Participant; or



 


		(f)	issuance of a final non-appealable
                                         order or other direction by a Federal or state regulatory agency prohibiting the Participant’s
                                         employment in the business of banking.



 


		4.3	Distributions to Specified Employee. Notwithstanding
                                         anything herein to the contrary, if any Participant is a Specified Employee upon a Separation
                                         from Service for any reason other than death, distributions to such Participant shall
                                         not commence until the first day of the seventh month following the date of Separation
                                         from Service (or, if earlier, the date of death of the Participant). If distributions
                                         are to be made in annual installments, the second installment and all those thereafter
                                         will be made on the applicable anniversaries of the Participant’s Separation from
                                         Service. A “Specified Employee” means a key employee (as defined in Code
                                         Section 416(i) without regard to paragraph (5) thereof) of a corporation any stock which
                                         is publicly traded on an established securities market or otherwise.



 


ARTICLE V

BENEFICIARY


 


		5.1	Beneficiary. For purposes of this section, the Participant’s
                                         executed Participation Agreement shall dictate the Participant’s rights and responsibilities
                                         regarding the Participant’s Beneficiary.



 


ARTICLE VI

PLAN ADMINISTRATION


 


		6.1	Administration.



 


(a)       General.
The Plan shall be administered by the Administrator. The Administrator shall have sole and absolute discretion to interpret where
necessary all provisions of the Plan and each Participation Agreement (including, without limitation, by supplying omissions from,
correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan, a Participation Agreement,
or between the Plan and a Participation Agreement), to determine the rights and status under the Plan of Participants or other
persons, to resolve questions or disputes arising under the Plan and to make any determinations with respect to the benefits payable
under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. The


 




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Administrator’s
determination of the rights of any Director or former Director hereunder shall be final and binding on all persons, subject only
to the claims procedures outlined in Article 7 hereof.


 


(b)       Delegation
of Duties. The Administrator may delegate any of its administrative duties, including, without limitation, duties with respect
to the processing, review, investigation, approval and payment of benefits payable hereunder, to a named administrator or administrators.


 


		6.2	Regulations. The Administrator
                                         may promulgate any rules and regulations it deems necessary in order to carry out the
                                         purposes of the Plan or to interpret the provisions of the Plan; provided, however, that
                                         no rule, regulation or interpretation shall be contrary to the provisions of the Plan.
                                         The rules, regulations and interpretations made by the Administrator shall, subject only
                                         to the claims procedure outlined in Article 7 hereof, be final and binding on all persons.



 


		6.3	Revocability of Administrator/Bank
                                         Action. Any action taken by the Administrator with respect to the rights or benefits
                                         under the Plan of any Director or former Director shall be revocable by the Administrator
                                         as to payments not yet made to such person in order to correct any incorrect payment
                                         to a Participant or a Beneficiary, and then only to the extent necessary to correct such
                                         error. Acceptance of any benefits under the Plan constitutes acceptance of, and agreement
                                         to, the Administrator’s making any appropriate adjustments in future payments to
                                         such person (or to recover from such person) any excess payment or underpayment previously
                                         made to such person.



 


		6.4	Amendment or Modification.



The
Bank may, at any time, in its sole discretion, amend or modify the Plan in whole or in part, except that no such amendment or
modification shall have any retroactive effect to reduce any vested amounts allocated to a Participant’s Accounts, and provided
that such amendment or modification complies with Codes Section 409A and related regulations thereunder. The Plan replaces and
supersedes the Prior Plan in its entirety. 


 


		6.5	Plan Termination.



The
Bank further reserves the right to terminate the Plan in whole or in part, in the following manner, except that no such termination
shall have any retroactive effect to reduce any amounts allocated to a Participant’s vested SERP Benefit account and provided
that such termination complies with Codes Section 409A and related regulations thereunder:


 


(a)       The
Bank, in its sole discretion, may terminate the Plan and distribute Participants’ vested SERP Benefit amounts no earlier
than twelve (12) calendar months from the date of the Plan termination and no later than twenty-four (24) calendar months from
the date of the Plan termination, provided however that all other similar arrangements are also terminated by the Bank and no
other similar arrangements are adopted by the Bank within a three (3) year period from the date of termination; or


 


(b)       The
Bank may decide, in its discretion, to terminate the Plan in the event of a Change-in-Control and distribute the Participant’s
vested SERP Benefit no earlier than thirty (30) days prior to the Change-in-Control and no later than twelve (12) months after
the effective date of the Change-in-Control, provided however that the Bank terminates all other similar arrangements.; or


 


(c)
The Bank may decide, in its sole discretion, to terminate the Plan in the event of a corporate dissolution taxed under Code Section
331. or with the approval of a bankruptcy court, provided that the Participant’s vested SERP Benefit are distributed to
Participants and are included in the Participants’ gross income in the latest of: (i) the calendar year in which the termination
occurs; (ii) the calendar year in which the amounts deferred are no longer subject to a substantial risk of forfeiture; or (iii)
the first calendar year in which payment is administratively practicable.


 


		6.6	Withholding. The Bank
                                         shall deduct from any distributions hereunder any taxes or other amounts required by
                                         law to be withheld therefrom.



 




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ARTICLE VII

MISCELLANEOUS


 


		7.1	Administrator.
                                         The Administrator is expressly empowered to interpret the Plan and to determine all questions
                                         arising in the administration, interpretation, and application of the Plan; to employ
                                         actuaries, accountants, counsel, and other persons it deems necessary in connection with
                                         the administration of the Plan; to request any information from the Bank it deems necessary
                                         to determine whether the Bank would be considered insolvent or subject to a proceeding
                                         in bankruptcy; and to take all other necessary and proper actions to fulfill its duties
                                         as Administrator. The Administrator is relieved of all responsibility in connection with
                                         its duties hereunder to the fullest extent permitted by law, except any breach of duty
                                         to the Participants or Beneficiaries. If any individual person shall have been delegated
                                         the duties or responsibilities as Administrator, such person shall not be liable for
                                         any actions by him or her hereunder unless due to his or her own gross negligence or
                                         willful misconduct and shall be indemnified and saved harmless by the Bank from and against
                                         all personal liability to which he or she may be subject by reason of any act done or
                                         omitted to be done in his or her official capacity as Administrator in good faith in
                                         the administration of the Plan, including all expenses reasonably incurred in his or
                                         her defense in the event the Bank fails to provide such defense upon the request.



 


		7.2	No Assignment.
                                         No benefit under the Plan or a Participation Agreement shall be subject in any manner
                                         to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
                                         and any such action shall be void for all purposes of the Plan or a Participation Agreement.
                                         No benefit shall in any manner be subject to the debts, contracts, liabilities, engagements,
                                         or torts of any person, nor shall it be subject to attachments or other legal



 


		7.3	No Employment Rights.
                                         Participation in this Plan and execution of a Participation Agreement shall not be
                                         construed to confer upon any Participant the legal right to be retained in the employ
                                         of the Bank, or give a Participant or Beneficiary, or any other person, any right to
                                         any payment whatsoever, except to the extent of the benefits provided for hereunder.
                                         Each Participant shall remain subject to discharge to the same extent as if this Plan
                                         had never been adopted and the Participation Agreement had never been executed.



 


		7.4	Incompetence. If the
                                         Administrator determines that any person to whom a benefit is payable under this Plan
                                         is incompetent by reason of physical or mental disability, the Administrator shall have
                                         the power to cause the payments becoming due to such person to be made to another individual
                                         for the Participant’s benefit without responsibility of the Administrator to see
                                         to the application of such payments. Any payment made pursuant to such power shall, as
                                         to such payment, operate as a complete discharge of the Bank, the Administrator, and
                                         their representatives.



 


		7.5	Identity. If, at any
                                         time, any doubt exists as to the identity of any person entitled to any payment hereunder
                                         or the amount or time of such payment, the Administrator shall be entitled to hold such
                                         sum until such identity or amount or time is determined or until an order of a court
                                         of competent jurisdiction is obtained. The Administrator shall also be entitled to pay
                                         such sum into court in accordance with the appropriate rules of law. Any expenses incurred
                                         by the Bank or Administrator incident to such proceeding or litigation shall be charged
                                         against the SERP Benefit of the affected Participant.



 


		7.6	No
                                         Liability. No liability shall attach to or be incurred by any employee of the Bank
                                         or Administrator individually under or by reason of the terms, conditions, and provisions
                                         contained in this Plan, or for the acts or decisions taken or made hereunder or in connection
                                         therewith; and, as a condition precedent to the establishment of this Plan or the receipt
                                         of benefits hereunder, or both, such liability, if any, is expressly waived and released
                                         by each Participant and by any and all persons claiming under or through any Participant
                                         or any other person. Such waiver and release shall be conclusively evidenced by any act
                                         or participation in or the acceptance of benefits or the making of any election under
                                         this Plan.



 


		7.7	Expenses. Except as
                                         otherwise provided in the Plan, all expenses incurred in the administration of



 




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the
Plan shall be paid by the Bank.


 


		7.8	Amendment and Termination.
                                         The Bank shall have the sole authority to modify, amend, or terminate this Plan subject
                                         to those limitations provided hereinabove.



 


		7.9	Bank Determinations.
                                         Any determinations, actions, or decisions of the Bank (including but not limited
                                         to. Plan amendments and Plan termination and the Participation Agreement) shall be made
                                         by the Board in accordance with its established procedures or by such other individuals,
                                         groups, or organizations that have been properly delegated by the Board to make such
                                         determination or decision.



 


		7.10	Construction. All questions
                                         of interpretation, construction or application arising under or concerning the terms
                                         of this Plan and any Participation Agreement shall be decided by the Administrator, in
                                         its sole and final discretion, whose decision shall be final, binding and conclusive
                                         upon all persons.



 


		7.11	Governing Law. To the
                                         extent not preempted by federal law, this Plan shall be governed by, construed and administered
                                         under the laws of the State of Ohio.



 


		7.12	Severability. Should
                                         any provision of the Plan or any regulations adopted hereunder be deemed or held to be
                                         unlawful or invalid for any reason, such fact shall not adversely affect the other provisions
                                         or regulations unless such invalidity shall render impossible or impractical the functioning
                                         of the Plan and, in such case, the appropriate parties shall immediately adopt a new
                                         provision or regulation to take the place of the one held illegal or invalid.



 


		7.13	Headings. The
                                         headings contained in the Plan are inserted only as a matter of convenience and for reference
                                         and in no way define, limit, enlarge, or describe the scope or intent of this Plan nor
                                         in any way shall they affect this Plan or the construction of any provision thereof.



 


		7.14	Terms. Capitalized
                                         terms shall have meanings as defined herein. Singular nouns shall be read as plural,
                                         masculine pronouns shall be read as feminine, and vice versa, as appropriate.



 


		7.15	Ownership
                                         of Assets; Relationship with Bank. Nothing contained in the Plan, and no action taken
                                         pursuant to its provisions, shall create or be construed to create a trust of any kind
                                         or a fiduciary relationship between the Bank and any Participant or any other person.
                                         To the extent that any person acquires a right to receive payments from the Bank under
                                         this Plan, such right shall be no greater than the right of an unsecured general creditor
                                         of the Bank.



 


		7.16	Deposits in Trust.
                                         The Bank may, at its sole discretion, establish with a corporate trustee a grantor
                                         rabbi trust under which all or a portion of the assets of the Plan are to be held, administered
                                         and managed. The trust agreement evidencing the trust shall conform to the terms of Revenue
                                         Procedure 92-64 or any successor procedure. The Bank in its sole discretion may make
                                         deposits to augment the principal of such trust.



 


		7.17	Right of Setoff.
                                         The Bank may, to the extent permitted by applicable law, deduct from and setoff against
                                         any amounts payable to a Participant from this Plan such amounts as may be owed by a
                                         Participant to the Bank, although the Participant shall remain liable for any part of
                                         the Participant’s payment obligation not satisfied through such deduction and setoff;
                                         provided, however, that this setoff may occur only at the date on which the amount would
                                         otherwise be distributed to the Participant as required by Code Section 409A. By electing
                                         to participate in the Plan and deferring compensation hereunder, the Participant agrees
                                         to any deduction or setoff under this Section 8.17 which is allowed by law.



 


		7.18	409A Compliance. This
                                         Plan will, at all times, be operated in good faith compliance with Code Section 409A
                                         of the Code and regulations thereunder (and any subsequent IRS notices or guidance).
                                         In the event that any provision of this Plan is inconsistent with Code Section 409A or
                                         such guidance, then the applicable provisions of Code Section 409A shall supersede such
                                         provision.



 




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Nothing
herein shall be construed as an entitlement to our guarantee of any particular tax treatment to a Participant.


 


Executed this _____ day of __________, 2017.


 


	 	EAGLE SAVINGS BANK
	 	 	 	 
	 	By:	 	 





	 	Title: 	 	 


 




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