Exhibit 10.4


 


HERITAGE BANK OF ST. TAMMANY


SALARY CONTINUATION AGREEMENT


FOR


WILLIAM DAVID CRUMHORN


 


THIS SALARY CONTINUATION
PLAN FOR WILLIAM DAVID CRUMHORN (the “Plan”) is effective as of January 1, 2017, and is entered into by Heritage
Bank of St. Tammany (the “Bank”) and William David Crumhorn (“Executive”).


 


WHEREAS, the purpose
of the Plan is to provide additional retirement benefits to Executive, who, as a member of senior management, has contributed significantly
to the success of the Bank, and whose continued services are vital to the Bank’s continued growth and success; and


 


WHEREAS, this Plan
is intended to be an unfunded, non-qualified deferred compensation plan that complies with Sections 451 and 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder and is also intended to be a “top
hat” pension plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).


 


ARTICLE I


DEFINITIONS


 


When used herein, the following
words and phrases shall have the meanings below unless the context clearly indicates otherwise:


 


1.1         “Accrued
Benefit” means, as of any date, the liability that should be accrued by the Bank under generally accepted accounting principles
(“GAAP”) to reflect the Bank’s obligation to Executive under the Plan.


 


1.2         “Administrator”
means the Bank and/or its Board of Directors, provided, however, the Board of Directors can designate a committee of the Board
of Directors (“Committee”) as the Administrator.


 


1.3         “Bank”
means Heritage Bank of St. Tammany and any successor to its business and/or assets which assumes and agrees to perform the duties
and obligations under this Plan by operation of law or otherwise.


 


1.4         “Beneficiary”
means the person or persons (and, if applicable, their heirs) designated by Executive as the beneficiary to whom the deceased Executive’s
benefits are payable. The beneficiary designation shall be made on the form attached hereto as Exhibit A (or a similar form acceptable
to the Administrator) and filed with the Administrator. If no Beneficiary is so designated, then Executive’s Spouse, if living,
will be deemed the Beneficiary. If Executive’s Spouse is not living at the time of Executive’s death or dies prior
to payment to her of the Survivor’s Benefit, then the Children of Executive will be deemed the Beneficiaries and will take
on a per stirpes basis. If there are no living Children, then Executive’s estate will be deemed the Beneficiary. For this
purpose, the term “Children” means Executive’s children, or the issue of any deceased Children, then living at
the time payments are due the Children under this Plan. The term “Children” shall include both natural and adopted
children, as well as stepchildren. Also, for this purpose, the term “Spouse” means the individual to whom Executive
is legally married at the time of Executive’s death, provided, however, that the term “Spouse” shall not refer
to an individual to whom Executive is legally married at the time of death if Executive and the individual have entered into a
formal separation agreement (provided that the separation


 




     


     


    

 


agreement does
not provide otherwise or state that the individual is entitled to a portion of the benefits hereunder) or initiated divorce proceedings.


 


1.5         “Benefit
Eligibility Date” shall be the date on which Executive is entitled to commencement of benefits under the Plan.


 


(a)          In
the event benefits become payable on account of Executive’s attainment of his Normal Retirement Age, the Benefit Eligibility
Date shall be the first day of the second month following Executive’s attainment of his Normal Retirement Age.


 


(b)          In
the event the Accrued Benefit becomes payable to Executive in the event of Executive’s Separation from Service prior to his
Normal Retirement Age, the Benefit Eligibility Date shall be the first day of the second month following the attainment of his
Normal Retirement Age, subject to Section 1.5(e).


 


(c)          In
the event the Survivor’s Benefit becomes payable under Section 2.3(a) of the Plan on account of Executive’s death,
the Benefit Eligibility Date shall be the first day of the second month following Executive’s death.


 


(d)          In
the event a benefit becomes payable pursuant to Section 2.5 of the Plan on account of Executive’s Separation from Service
(other than for Cause) coincident with or within two (2) years following a Change in Control, the Benefit Eligibility Date shall
be the first day of the second month following Separation from Service, subject to Section 1.5(e) below.


 


(e)          Notwithstanding
anything in this Section 1.5 to the contrary, if Executive is a Specified Employee of a publicly-traded company and the payment(s)
are due to Executive’s Separation from Service (other than due to death), then the Benefit Eligibility Date shall be the
first day of the seventh month following Executive’s Separation from Service (if later than the date otherwise specified
as the Benefit Eligibility Date). The payments that otherwise would have been received from the date of Separation from Service
to the Specified Employee’s Benefit Eligibility Date shall be aggregated and shall be paid on the same date as the initial
payment (e.g., on the first day of the seventh month) and all remaining payments shall be made as otherwise scheduled. For purposes
of Section 409A of the Code, the payments due hereunder shall be deemed a single payment.


 


1.6         “Board
of Directors” shall mean the Board of Directors of the Bank.


 


1.7         “Cause”
shall mean, if Executive is subject to a written employment agreement (or other similar written agreement) with the Bank or its
holding company that provides a definition of “Cause,” then, for purposes of this Plan, the term “Cause”
shall have meaning set forth in such agreement. Otherwise, the term “Cause” shall mean Executive’s (i) personal
dishonesty; (ii) willful misconduct; (iii) incompetence; (iv) breach of fiduciary duty involving personal profit; (v) intentional
failure to perform his stated duties; or (vi) willful violation of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order.


 


For purposes of this paragraph, no
act or failure to act on the part of Executive shall be considered “willful” unless done, or omitted to be done, by
Executive not in good faith and without reasonable belief that Executive’s action or omission was in the best interest of
the Bank.


 




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1.8         “Change
in Control” shall mean (a) a change in the ownership of the Bank, (b) a change in the effective control of the Bank, or (c)
a change in the ownership of a substantial portion of the assets of the Bank as defined in accordance with Section 409A of the
Code.


 


(a)          A
change in the ownership occurs on the date that any one person, or more than one person acting as a group (as defined in Treasury
Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Bank that, together with stock held by such person or group,
constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Bank.


 


(b)          A
change in the effective control of the Bank occurs on the date that either (i) any one person, or more than one person acting as
a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) 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 stock of the Bank possessing 30 percent or more
of the total voting power of the stock of the Bank, or (ii) a majority of the members of the Board of Directors 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 of Directors
prior to the date of the appointment or election, provided that this subsection “(ii)” is inapplicable where a majority
shareholder of the Bank is another corporation.


 


(c)          A
change in a substantial portion of the Bank’s assets occurs on the date that any one person or more than one person acting
as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) 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 40 percent of the total gross fair market value of (i) all of the assets of the Bank, or (ii) the value
of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets.


 


(d)          For
all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Treasury
Regulation 1.409A-3(i)(5), except to the extent that such regulations are superseded by subsequent guidance.


 


(e)          Notwithstanding
anything herein to the contrary, the reorganization of the Bank as the wholly-owned subsidiary of a holding company in a standard
conversion or mutual holding company reorganization shall not be deemed to be a Change in Control. Further, in the event of the
reorganization of the Bank as a wholly-owned subsidiary of a stock holding company in a standard conversion or as a wholly-owned
or majority owned subsidiary in a mutual holding company reorganization, then this provision shall apply equally to a Change in
Control of the Bank or the holding company of the Bank (or to a change in control of the mutual holding company) that is the majority-owned
or wholly owned subsidiary of the mutual holding company.


 


1.9         “Executive”
means William David Crumhorn, who has been selected and approved by the Board of Directors to participate in the Plan.


 


1.10       “Normal
Retirement Age” means age 72


 


1.11       “Payout
Period” means the time frame during which benefits payable under the Plan shall be distributed. The Payout Period shall be
for ten (10) years, commencing on the Benefit Eligibility Date and, if paid in installments, on each anniversary thereafter.


 


1.12       “Separation
from Service” means Executive’s death, retirement or other termination of employment with the Bank within the meaning
of Section 409A of the Code. No Separation from


 




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Service shall be
deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of the leave does not exceed
six months or, if longer, so long as Executive’s right to reemployment is provided by law or contract. If the leave exceeds
six months and Executive’s right to reemployment is not provided by law or by contract, then Executive shall have a Separation
from Service on the first date immediately following the six-month period.


 


Whether a Separation from Service
has occurred is determined based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated
that no further services would be performed after a certain date or that the level of bona fide services Executive would
perform after that date (whether as an employee or as an independent contractor) would permanently decrease to less than 50% of
the average level of bona fide services performed over the immediately preceding 36 months (or the lesser period of time
in which Executive performed services for the Bank). The determination of whether Executive has had a Separation from Service shall
be made by applying the presumptions set forth in the Treasury Regulations under Section 409A of the Code.


 


1.13       “Specified
Employee” means an individual who also satisfies the definition of “key employee” as that term is defined in
Section 416(i) of the Code (without regard to paragraph (5) thereof).


 


1.14       “Survivor’s
Benefit” means the benefit payable to Executive’s Beneficiary following his death in accordance with Section 2.3 of
the Plan.


 


ARTICLE II



BENEFITS


 


2.1         Benefit
Upon Attainment of Normal Retirement Age.


 


Upon attainment of his Normal Retirement
Age, Executive shall be entitled to an annual benefit equal to $21,650. The benefit under this Section 2.1 shall commence on Executive’s
Benefit Eligibility Date specified in Section 1.5(a) and shall be payable in annual installments over the Payout Period specified
in Section 1.11 of the Plan.


 


2.2         Separation
from Service Before Normal Retirement Age.


 


If Executive has a Separation from
Service (other than due to Cause or death) prior to the attainment of his Normal Retirement Age, Executive shall be entitled to
the Accrued Benefit (annuitized for a period of ten (10) years using the discount rate utilized for accounting purposes as of the
date of the Separation from Service) payable commencing on the Benefit Eligibility Date specified in Section 1.5(b) of the Plan
and payable in annual installments over the Payout Period specified in Section 1.11 of the Plan.


 


2.3         Survivor’s
Benefit.


 


(a)          If
Executive dies while in the active service of the Bank and prior to attaining his Normal Retirement Age, Executive’s Beneficiary
shall be entitled to the Accrued Benefit payable in a single lump sum on the Benefit Eligibility Date specified in Section 1.5(c)
of the Plan.


 


(b)          If
Executive dies after reaching his Normal Retirement Age but prior to the commencement of benefit payments to Executive, Executive’s
Beneficiary shall be entitled to the benefit payments that would have been made to Executive at the same time


 




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and in the same amounts they would
have been paid to Executive had Executive survived for a period of ten (10) years (10 annual installments). If Executive dies after
the commencement of benefit payments, Executive’s Beneficiary shall be entitled to the remaining benefit payments at the
same time and in the same amounts as would have been paid to Executive had Executive survived for ten (10) years following the
commencement of benefit payments and received 10 annual installments. For the avoidance of doubt, if Executive had received 10
annual installments at the time of his death, his Beneficiary will not be entitled to any benefit payments following the death
of Executive. If Executive had received 7 annual installments at the time of his death, his Beneficiary would be entitled to 3
annual installments following the death of Executive. No benefits will be paid from the Plan following the death of Executive’s
Beneficiary regardless of whether the death occurs before the payment of 10 annual installments.


 


2.4         Termination
for Cause. Notwithstanding any other provision of this Plan to the contrary, if Executive is terminated for Cause, all benefits
under this Plan shall be forfeited by Executive and Executive’s participation in this Plan shall become null and void.


 


2.5         Benefit
Payable on Separation from Service within Two Years Following a Change in Control. In the event a Change in Control occurs
followed by Executive’s Separation from Service (other than for Cause) within two (2) years and prior to Executive’s
attainment of his Normal Retirement Age, Executive shall be entitled to his present value of the benefit that would otherwise be
due under Section 2.1 of the Plan payable commencing on the Benefit Eligibility Date specified in Section 1.5(d), in a lump sum
(using the discount rate utilized for accounting purposes as of the date of the Separation from Service). The calculation of the
present value of the benefit shall be made by determining the present value of the normal retirement benefit as of Executive’s
Normal Retirement Age and then discounting such amount to its present value as of Executive’s date of Separation from Service.


 


ARTICLE III


BENEFICIARY DESIGNATION


 


Executive shall make an
initial designation of primary and secondary Beneficiaries upon initial participation in the Plan by completion of a Beneficiary
form substantially in the form attached as Exhibit A, and shall have the right to change the designation, at any subsequent time.
Any Beneficiary designation shall become effective only when receipt thereof is acknowledged in writing by the Administrator.


 


ARTICLE IV


EXECUTIVE’S RIGHT TO ASSETS,


ALIENABILITY AND ASSIGNMENT PROHIBITION


 


At no time shall Executive
be deemed to have any lien, right, title or interest in or to any specific investment or asset of the Bank. The rights of Executive,
any Beneficiary, or any other person claiming through Executive under this Plan, shall be solely those of an unsecured general
creditor of the Bank. Executive, the Beneficiary, or any other person claiming through Executive, shall only have the right to
receive from the Bank those payments so specified under this Plan. Neither Executive nor any Beneficiary under this Plan shall
have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance
any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments,
alimony or separate


 




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maintenance owed by Executive or his Beneficiary,
nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.


 


ARTICLE V


ERISA PROVISIONS


 


5.1         Named
Fiduciary and Administrator. The Bank shall be the Named Fiduciary and Administrator of this Plan. As Administrator, the Bank
shall be responsible for the management, control and administration of the Plan as established herein. The Administrator may delegate
to others certain aspects of the management and operational responsibilities of the Plan, including the employment of advisors
and the delegation of ministerial duties to qualified individuals.


 


5.2         Claims
Procedure and Arbitration. In the event that benefits under this Plan is not paid to Executive (or to his Beneficiary in the
case of Executive’s death) and the claimant(s) feel he or they are entitled to receive the benefits, then a written claim
must be made to the Administrator within sixty (60) days from the date payments are refused. The Administrator shall review the
written claim and, if the claim is denied, in whole or in part, it shall provide in writing, within thirty (30) days of receipt
of such claim, its specific reasons for such denial, reference to the provisions of this Plan upon which the denial is based, and
any additional material or information necessary for such claimants to perfect the claim. The written notice by the Administrator
shall further indicate the additional steps which must be undertaken by claimants if an additional review of the claim denial is
desired.


 


If claimants desire a second review,
they shall notify the Administrator in writing within thirty (30) days of the first claim denial. Claimants may review this Plan
or any documents relating thereto and submit any issues and comments, in writing, they may feel appropriate. In its sole discretion,
the Administrator shall then review the second claim and provide a written decision within thirty (30) days of receipt of such
claim. This decision shall state the specific reasons for the decision and shall include reference to specific provisions of this
Plan upon which the decision is based.


 


No claimant shall
institute any action or proceeding in any state or federal court of law or equity or before any administrative tribunal or arbitrator
for a claim for benefits under the Plan until the claimant has first exhausted the provisions set forth in this Section 5.2.


 


ARTICLE VI


MISCELLANEOUS


 


6.1         No
Effect on Employment Rights. Nothing contained herein will confer upon Executive the right to be retained in the service of
the Bank nor limit the right of the Bank to discharge or otherwise deal with Executive without regard to the existence of the Plan.


 


6.2         State
Law. The Plan is established under, and will be construed according to, the laws of the State of Louisiana, to the extent such
laws are not preempted by ERISA and valid regulations published thereunder or any other federal law.


 


6.3         Severability
and Interpretation of Provisions. The Bank shall have full power and authority to interpret, construe and administer this Plan
and the Bank’s interpretation and construction thereof and actions thereunder shall be binding and conclusive on all persons
for all purposes. No employee or representative of the Bank shall be liable to any person for any actions taken or omitted in connection
with the interpretation and administration of this Plan unless attributable to


 




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his own willful misconduct or lack
of good faith. In the event that any of the provisions of this Plan or portion hereof are held to be inoperative or invalid by
any court of competent jurisdiction, or in the event that any provision is found to violate Code Section 409A and would subject
Executive to additional taxes and interest on the amounts deferred hereunder, or in the event that any legislation adopted by any
governmental body having jurisdiction over the Bank would be retroactively applied to invalidate this Plan or any provision hereof
or cause the benefits under this Plan to be taxable, then: (1) insofar as is reasonable, effect will be given to the intent manifested
in the provisions held invalid or inoperative, and (2) the validity and enforceability of the remaining provisions will not be
affected thereby. In the event that the intent of any provision shall need to be construed in a manner to avoid taxability, this
construction shall be made by the Administrator in a manner that would manifest to the maximum extent possible the original meaning
of such provisions.


 


6.4         Incapacity
of Recipient. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the
disposition of his property, the Bank may pay such benefit to the guardian, legal representative or person having the care or custody
of such minor, incompetent person or incapable person. The Bank may require proof of incompetence, minority or guardianship as
it may deem appropriate prior to distribution of the benefit. The distribution shall completely discharge the Bank for all liability
with respect to the benefit.


 


6.5         Unclaimed
Benefit. Executive shall keep the Bank informed of his or her current address and the current address of his Beneficiaries.
If the location of Executive is not made known to the Bank, the Bank shall delay payment of Executive’s benefit payment(s)
until the location of Executive is made known to the Bank; however, the Bank shall only be obligated to hold the benefit payment(s)
for Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Bank may discharge its
obligation by payment to Executive’s Beneficiary. If the location of Executive’s Beneficiary is not known to the Bank,
Executive and his Beneficiary(ies) shall thereupon forfeit any rights to the balance, if any, of any benefits provided for such
Executive and/or Beneficiary under this Plan.


 


6.6         Limitations
on Liability. Notwithstanding any of the preceding provisions of the Plan, no individual acting as an employee or agent of
the Bank, or as a member of the Board of Directors shall be personally liable to Executive or any other person for any claim, loss,
liability or expense incurred in connection with the Plan.


 


6.7         Gender.
Whenever in this Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine
or neuter gender, whenever they should so apply.


 


6.8         Effect
on Other Corporate Benefit Plans. Nothing contained in this Plan shall affect the right of Executive to participate in or be
covered by any qualified or nonqualified pension, profit sharing, group, bonus or other supplemental compensation or fringe benefit
agreement constituting a part of the Bank’s existing or future compensation structure.


 


6.9         Inurement.
This Plan shall be binding upon and shall inure to the benefit of the Bank, its successors and assigns, and Executive, his successors,
heirs, executors, administrators, and Beneficiaries.


 


6.10       Acceleration
of Payments. Except as specifically permitted under this Section 6.10 or in other sections of this Plan, no acceleration of
the time or schedule of any payment may be made under this Plan. Notwithstanding the foregoing, payments may be accelerated hereunder
by the Bank, 


 




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in
accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4) and any subsequent guidance issued by the United States
Treasury Department. Accordingly, payments may be accelerated, in accordance with requirements and conditions of the Treasury Regulations
(or subsequent guidance) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance
with ethics agreements with the Federal Government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in
limited cash-outs (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) in the case of certain distributions to
avoid a non-allocation year under Code Section 409(p); (vi) to apply certain offsets in satisfaction of a debt of Executive to
the Bank; (vii) in satisfaction of certain bona fide disputes between Executive and the Bank; or (viii) for any other purpose
set forth in the Treasury Regulations and subsequent guidance.


 


6.11       Headings.
Headings and sub-headings in this Plan are inserted for reference and convenience only and shall not be deemed a part of this Plan.


 


6.12       12
U.S.C. §1828(k). Any payments made to Executive pursuant to this Plan or otherwise are subject to and conditioned upon
compliance with 12 U.S.C. § 1828(k) or any regulations promulgated thereunder.


 


6.13       Payment
of Employment and Code Section 409A Taxes. Any distribution under this Plan shall be reduced by the amount of any taxes required
to be withheld from the distribution. This Plan shall permit the acceleration of the time or schedule of a payment to pay employment-related
taxes as permitted under Treasury Regulation Section 1.409A-3(j) or to pay any taxes that may become due at any time that the arrangement
fails to meet the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder. In the latter
case, such payments shall not exceed the amount required to be included in income as the result of the failure to comply with the
requirements of Code Section 409A.


 


6.14       Successors
to the Bank. The Bank, as applicable, will require any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of the Bank to assume expressly and agree to perform the
duties and obligations under this Plan in the same manner and to the same extent as the Bank would be required to perform it if
no such succession had taken place.


 


6.15       Legal
Fees. In the event Executive retains legal counsel to enforce any of the terms of the Plan, the Bank will pay the reasonable
legal fees and related expenses reasonably incurred by him, but only if Executive prevails in an action seeking legal and/or equitable
relief against the Bank.


 


ARTICLE VII


AMENDMENT/TERMINATION


 


7.1         This
Plan may be amended or modified at any time, in whole or part, with the mutual written consent of Executive and the Bank. Notwithstanding
anything to the contrary herein, the Plan may be amended without Executive’s consent to the extent necessary to comply with
existing tax laws or changes to existing tax laws or to amend or terminate the Plan in accordance with Section 7.2 below.


 


7.2         Termination
of Plan.


 


(a)          Partial
Termination. The Board of Directors, at its discretion, may partially terminate the Plan by freezing future accruals if, in
its sole judgment, the tax, accounting, or other


 




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effects of the continuance of the Plan,
or potential payments thereunder, would not be in the best interests of the Bank.


 


(b)          Complete
Termination. Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall
cease to operate and the Bank shall pay out to Executive his benefits as if Executive had terminated employment as of the effective
date of the complete termination. A complete termination of the Plan shall occur only under the following circumstances and conditions:


 


(i)          The
Board of Directors may terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with approval
of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the benefit is included in Executive’s (or
his Beneficiary’s) gross income (and paid to Executive or his Beneficiary) in the latest of (i) the calendar year in which
the Plan 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 payment is administratively practicable.


 


(ii)         The
Board of Directors may terminate the Plan by Board of Directors action taken within the 30 days preceding or 12 months following
a Change in Control, provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored
by the Bank are terminated so that Executive and all participants under substantially similar arrangements are required to receive
all amounts payable under the terminated arrangements within 12 months of the date of the termination of the arrangements.


 


(iii)        The
Board of Directors may terminate the Plan at any time provided that (i) the termination does not occur proximate to a downturn
in the financial health of the Bank, (ii) all arrangements sponsored by the Bank that would be aggregated with this Plan under
Treasury Regulations Section 1.409A-1(c) if Executive was also covered by any of those other arrangements are also terminated;
(iii) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred
are made within 12 months of the termination of the arrangement (e.g., Executive’s benefit); (iv) all payments are made within
24 months of the termination of the arrangements; and (v) the Bank does not adopt a new arrangement that would be aggregated with
any terminated arrangement under Treasury Regulations Section 1.409A-1(c) if Executive participated in both arrangements, at any
time within three years following the date of termination of the arrangement.


 


ARTICLE VIII


EXECUTION


 


8.1         This
Plan sets forth the entire understanding of the Bank and Executive with respect to the transactions contemplated hereby, and any
previous agreements or understandings between them regarding the subject matter hereof are merged into and superseded by this Plan.


 


8.2         This
Plan shall be executed in duplicate, each copy of which, when so executed and delivered, shall be an original, but both copies
shall together constitute one and the same instrument.


 


[signature page follows]


 




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IN WITNESS WHEREOF, the
Bank has caused this Plan to be executed, effective as of the day and date first above written.


 


	ATTEST:	 	HERITAGE BANK OF ST. TAMMANY
	 	 	 
	/s/ W. David Crumhorn	 	By:	/s/ W. Thomas Ballantine, Jr.
	WILLIAM DAVID CRUMHORN	 	 	 
	 	 	Title:	Director-Chair Compensation Committee
	1/3/17	 	 	 
	Date	 	Date:	3/1/17


 




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