Exhibit 10.15


 






 


MUTUALBANK


AMENDED AND RESTATED SALARY CONTINUATION
AGREEMENT


 


THIS AMENDED AND RESTATED
SALARY CONTINUATION AGREEMENT (this “Agreement”) effective as of the 20th day of December 2016, amends
and restates the Salary Continuation Agreement originally dated September 18, 2007 (the “Prior Agreement”) between
MUTUALBANK (as successor to MFB Financial), an Indiana commercial bank (the “Bank”), and CHARLES J. VIATER (the “Executive”).


 


The purpose of this
Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees
who contribute materially to the continued growth, development and future business success of the Bank. This Agreement shall be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”),
as amended from time to time.


 


WHEREAS, the Board
of Directors of the Bank believe it is in the best interests of the Bank to restate the Prior Agreement with the Executive in
order to ensure compliance with Section 409A of the Code; and


 


WHEREAS, the Board
of Directors of the Bank has approved and authorized the execution of this Agreement effective as of the date first written above.


 


Article 1


Definitions


 


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


 


		1.1	“Accrual Balance”
                                         means the liability that should be accrued by the Bank, under generally accepted accounting
                                         principles (“GAAP”), for the Bank’s obligation to the Executive under
                                         this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB
                                         12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS
                                         106”) and the Discount Rate. Unless otherwise specified herein, any one of a variety
                                         of amortization methods may be used to determine the Accrual Balance. However, once chosen,
                                         the method must be consistently applied.



 


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



 


		1.3	“Beneficiary Designation Form”
                                         means the form established from time to time by the Plan Administrator that the Executive
                                         completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.



 


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



 






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		1.5	“Change in Control”
                                         means any of the following events: (1) any person or persons acting as a group (within
                                         the meaning of Section 409A of the Code) 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 Company or the Bank possessing 30% or more of the total voting power
                                         of the outstanding stock of the Company or the Bank; (2) individuals who are members
                                         of the board of directors of the Company on the date hereof (the "Incumbent Board")
                                         cease for any reason during any 12-month period to constitute at least a majority thereof,
                                         provided that any person becoming a director subsequent to the date hereof whose election
                                         was approved by a vote of at least a majority of the directors comprising the Incumbent
                                         Board, or whose nomination for election by the Company’s stockholders was approved
                                         by the nominating committee serving under an Incumbent Board, shall be considered a member
                                         of the Incumbent Board; (3) any person or persons acting as a group (within the meaning
                                         of Section 409A of the Code) acquires (or has acquired during the 12-month period ending
                                         on the date of the most recent acquisition by such person or persons) assets of the Company
                                         or the Bank that have a gross fair market value of 40% or more of the total gross fair
                                         market value of all of the assets of the Company or the Bank immediately before such
                                         acquisition or acquisitions; or (4) any other event which is not covered by the foregoing
                                         subsections but which the Board of Directors determines to affect control of the Company
                                         or the Bank and with respect to which the Board of Directors adopts a resolution that
                                         the event constitutes a Change in Control for purposes of the Agreement; provided that
                                         with respect to each of the events covered by clauses (1) through (4) above, the event
                                         must also be deemed to be either a change in the ownership of the Company or the Bank,
                                         a change in the effective control of the Company or the Bank or a change in the ownership
                                         of a substantial portion of the assets of the Company or the Bank within the meaning
                                         of Section 409A of the Code. The term "Change in Control" shall not include
                                         an acquisition of securities by an employee benefit plan of the Bank or the Company.



 


		1.6	“Code” means the
                                         Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder,
                                         including such regulations and guidance as may be promulgated after the Effective Date.



 


		1.7	“Company” means
                                         MutualFirst Financial, Inc., the holding company of the Bank, and any successor
                                         thereto.



 


		1.8	“Disability” means
                                         the Executive: (i) is unable to engage in any substantial gainful activity by reason
                                         of any medically determinable physical or mental impairment which can be expected to
                                         result in death or can be expected to last for a continuous period of not less than twelve
                                         (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment
                                         which can be expected to result in death or can be expected to last for a continuous
                                         period of not less than twelve (12) months, receiving income replacement benefits for
                                         a period of not less than three (3) months under an accident and health plan covering
                                         employees or directors of the Bank.   Medical determination of Disability
                                         may be made by either the Social Security Administration or by the provider of disability
                                         insurance covering employees or directors of the Bank provided that the definition of
                                         “disability” applied under such insurance program complies with the requirements
                                         of the preceding sentence. Upon the request of the Plan Administrator, the Executive
                                         must submit proof to the Plan Administrator of the Social Security Administration’s
                                         or the provider’s determination.



 


		1.9	“Discount Rate”
                                         means the rate used by the Plan Administrator for determining the Accrual Balance. The
                                         initial Discount Rate upon adoption of the Prior Agreement was six percent (6.0%). However,
                                         the Plan Administrator, in its discretion, may adjust the Discount Rate to maintain the
                                         rate within reasonable standards according to GAAP and/or applicable bank regulatory
                                         guidance.



 


		1.10	“Early Termination”
                                         means the Executive’s Separation from Service before attainment of Normal Retirement
                                         Age except when such Separation from Service occurs within twenty four (24) months following
                                         a Change in Control, as a result of a Termination for Cause, or as a result of Executive’s
                                         voluntary Separation from Service as a result of his resignation.



 


		1.11	“Effective Date”
                                         of this Agreement as amended and restated means the date first written above.



 


		1.12	“Normal
                                         Retirement Age” means the Executive’s sixtieth (60th) birthday.



 






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		1.13	“Plan Administrator”
                                         means the Board or such committee or person as the Board shall appoint.



 


		1.14	“Plan Year” means
                                         each twelve (12) month period commencing on September 1 and ending on August 31 of each
                                         year.



 


		1.15	“Separation from Service”
                                         means a cessation or reduction in the Executive’s services for the Bank (and any
                                         other affiliated entities that are deemed to constitute a “service recipient”
                                         as defined in Treasury Regulation §1.409A-1(h)(3), including the Company) that constitutes
                                         a “Separation from Service” as determined under Section 409A of the Code,
                                         taking into account all of the facts, circumstances, rules and presumptions set forth
                                         in Treasury Regulation §1.409A-1(h), for any reason other than death or Disability.
                                         Whether a Separation from Service has occurred is determined based on whether the facts
                                         and circumstances indicate that the Bank and the Executive reasonably anticipated that
                                         no further services would be performed after a certain date or that the level of bona
                                         fide services the Executive would perform after such date (whether as an employee or
                                         as an independent contractor) would permanently decrease to no more than fifty percent
                                         (50%) of the average level of bona fide services performed (whether as an employee or
                                         an independent contractor) over the immediately preceding 36-month period.



 


		1.16	“Specified Employee”
                                         means an individual who at the time of Separation from Service is a key employee
                                         of the Bank (or any other affiliated entities that are deemed to constitute a “service
                                         recipient” as defined in Treasury Regulation §1.409A-1(g), including the Company),
                                         if any stock of the Company or the Bank (or any other affiliated entities that are deemed
                                         to constitute a “service recipient”) is publicly traded on an established
                                         securities market or otherwise. For purposes of this Agreement, an individual is a key
                                         employee if the individual meets the requirements of Code Section 416(i)(1)(A)(i), (ii),
                                         or (iii) (applied in accordance with the regulations thereunder and disregarding Section
                                         416(i)(5)) at any time during the 12-month period ending on December 31 (the “identification
                                         period”). If the Executive is a key employee during an identification period, the
                                         Executive is treated as a key employee for purposes of this Agreement during the twelve
                                         (12) month period that begins on the first day of April following the close of the identification
                                         period.



 


		1.17	“Termination for Cause”
                                         means Separation from Service for: (i) personal dishonesty, (ii) incompetence, (iii)
                                         willful misconduct, (iv) breach of fiduciary duty involving personal profit, (v) intentional
                                         failure to perform stated duties, (vi) willful violation of any law, rule, or regulation
                                         (other than   traffic violations or   similar offenses)
                                         or   final cease-and-desist order, or (vii) any material breach of any
                                         term, condition or covenant of this Agreement.



 


Article 2


Distributions During
Lifetime


 


		2.1	Normal Retirement Benefit. Upon
                                         Separation from Service after attaining Normal Retirement Age, the Bank shall distribute
                                         to the Executive the benefit described in this Section 2.1 in lieu of any other benefit
                                         under this Article.



 


		2.1.1	Amount of Benefit. The
                                         benefit under this Section 2.1 is an Accrual Balance needed to support an annual payment
                                         for fifteen (15) years of Sixty Thousand Dollars ($60,000) beginning at Normal Retirement
                                         Age. For every Plan Year or portion thereof from Normal Retirement Age until Separation
                                         from Service, the Accrual Balance shall be increased by the Discount Rate.



 




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		2.1.2	Distribution of Benefit.
                                         The Bank shall distribute the benefit to the Executive in one hundred eighty (180) equal
                                         monthly installments commencing on the first day of the month following Separation of
                                         Service, subject to Section 2.6 of this Agreement.



 


		2.2	Resignation. If Executive resigns
                                         resulting in a voluntary Separation from Service prior to reaching his Normal Retirement
                                         Age, the Bank shall distribute to the Executive the benefit described in this Section
                                         2.2 in lieu of any other benefit under this Article.



 


		2.2.1	Amount of Benefit. The
                                         benefit under this Section 2.2 is one hundred percent (100%) of the Accrual Balance determined
                                         as of the end of the month preceding Separation from Service.



 


		2.2.2	Distribution of Benefit.
                                         The Bank shall distribute the benefit to the Executive in thirty-six (36) equal monthly
                                         installments commencing within sixty (60) days following Separation from Service, subject
                                         to Section 2.6 of this Agreement.



 


		2.3	Early Termination Benefit. If
                                         Early Termination occurs, the Bank shall distribute to the Executive the benefit described
                                         in this Section 2.3 in lieu of any other benefit under this Article.



 


		2.3.1	Amount of Benefit. The
                                         benefit under this Section 2.3 is the present value of one hundred percent (100%) of
                                         the Normal Retirement Benefit amount described in Section 2.1.1, computed using the actuarial
                                         factors that would be used to compute the present value of benefits under Section 280G
                                         of the Code.



 


		2.3.2	Distribution of Benefit.
                                         The Bank shall distribute the benefit to the Executive in thirty-six (36) equal monthly
                                         installments commencing within sixty (60) days following Separation from Service, subject
                                         to Section 2.6 of this Agreement.



 


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



 


		2.4.1	Amount of Benefit. The
                                         benefit under this Section 2.3 is one hundred percent (100%) of the Accrual Balance determined
                                         as of the end of the month preceding such Disability.



 


		2.4.2	Distribution of Benefit.
                                         The Bank shall distribute the benefit to the Executive in one hundred eighty (180) equal
                                         monthly installments commencing on the first day of the month following determination
                                         of Disability.



 


		2.5	Change in Control Benefit. If
                                         a Change in Control occurs followed within twenty-four (24) months by Separation from
                                         Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the
                                         benefit described in this Section 2.5 in lieu of any other benefit under this Article.



 


		2.5.1	Amount of Benefit. The
                                         benefit under this Section 2.5 is the present value of one hundred percent (100%) of
                                         the Normal Retirement Benefit amount described in Section 2.1.1, computed using the actuarial
                                         factors that would be used to compute the present value of benefits under Section 280G
                                         of the Code.



 


		2.5.2	Distribution of Benefit.
                                         The Bank shall distribute the benefit to the Executive in a lump sum within sixty (60)
                                         days following Separation from Service, subject to Section 2.6 of this Agreement.



 






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		2.5.3	Parachute Payments. Notwithstanding
                                         any provision of this Agreement to the contrary, and to the extent allowed by Code Section
                                         409A, if any benefit payment under this Section 2.5 would be treated as an “excess
                                         parachute payment” under Code Section 280G, the Bank shall reduce such benefit
                                         payment to the extent necessary to avoid treating such benefit payment as an excess parachute
                                         payment.



 


		2.6	Restriction on Commencement of Distributions.
                                         Notwithstanding any provision of this Agreement to the contrary, if the Executive is
                                         considered a Specified Employee, the provisions of this Section 2.6 shall govern all
                                         distributions hereunder. If benefit distributions which would otherwise be made to the
                                         Executive due to Separation from Service are limited because the Executive is a Specified
                                         Employee, then such distributions shall not be made during the first six (6) months following
                                         Separation from Service. Rather, any distribution which would otherwise be paid to the
                                         Executive during such period shall be accumulated and paid to the Executive in a lump
                                         sum on the first day of the seventh month following Separation from Service. All subsequent
                                         distributions shall be paid in the manner specified.



 


		2.7	Distributions Upon Taxation of Amounts
                                         Deferred. If, pursuant to Code Section 409A, the Federal Insurance Contributions
                                         Act or other state, local or foreign tax, the Executive becomes subject to tax on the
                                         amounts deferred hereunder, then the Bank may make a limited distribution to the Executive
                                         in a manner that conforms to the requirements of Code section 409A. Any such distribution
                                         will decrease the Executive’s benefits distributable under this Agreement.



 


		2.8	Change in Form or Timing of Distributions.
                                         For distribution of benefits under this Article 2, the Executive and the Bank may, subject
                                         to the terms of Section 8.1, amend this Agreement to delay the timing or change the form
                                         of distributions. Any such amendment:



 


		(a)	may not accelerate the time or schedule
                                         of any distribution, except as provided in Code Section 409A;



		(b)	must, for benefits distributable
                                         under Sections 2.1, 2.2 and 2.3, delay the commencement of distributions for a minimum
                                         of five (5) years from the date the first distribution was originally scheduled to be
                                         made; and



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



 


Article 3


Distribution at Death


 


		3.1	Death During Active Service.
                                         If the Executive dies prior to Separation from Service, the Bank shall distribute to
                                         the Beneficiary the benefit described in this Section 3.1.   This benefit
                                         shall be distributed in lieu of any benefit under Article 2.



 


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



 


		3.1.2	Distribution of Benefit.   The
                                         Bank shall distribute the annual benefit to the Beneficiary in twelve (12) equal monthly
                                         installments for fifteen (15) years commencing on the first day of the fourth month following
                                         the Executive’s death. The Beneficiary shall be required to provide the Executive’s
                                         death certificate to the Bank.



 


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



 






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		3.3	Death Before Benefit Distributions
                                         Commence. If the Executive is entitled to benefit distributions under this Agreement
                                         but dies prior to the date that commencement of said benefit distributions are scheduled
                                         to be made under this Agreement, the Bank shall distribute to the Beneficiary the same
                                         benefits to which the Executive was entitled prior to death, except that the benefit
                                         distributions shall be paid in the manner specified in Section 3.1.2 and shall commence
                                         on the first day of the fourth month following the Executive’s death.



 


Article 4


Beneficiaries


 


		4.1	In General. The Executive shall
                                         have the right, at any time, to designate a Beneficiary to receive any benefit distributions
                                         under this Agreement upon the death of the Executive. The Beneficiary designated under
                                         this Agreement may be the same as or different from the beneficiary designated under
                                         any other plan of the Bank in which the Executive participates.



 


		4.2	Designation. The Executive shall
                                         designate a Beneficiary by completing and signing the Beneficiary Designation Form and
                                         delivering it to the Plan Administrator or its designated agent. If the Executive names
                                         someone other than the Executive’s spouse as a Beneficiary, the Plan Administrator
                                         may, in its sole discretion, determine that spousal consent is required to be provided
                                         in a form designated by the Plan Administrator, executed by the Executive’s spouse
                                         and returned to the Plan Administrator.   The Executive’s beneficiary
                                         designation shall be deemed automatically revoked if the Beneficiary predeceases the
                                         Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently
                                         dissolved. The Executive shall have the right to change a Beneficiary by completing,
                                         signing and otherwise complying with the terms of the Beneficiary Designation Form and
                                         the Plan Administrator’s rules and procedures. Upon the acceptance by the Plan
                                         Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously
                                         filed shall be cancelled.   The Plan Administrator shall be entitled to
                                         rely on the last Beneficiary Designation Form filed by the Executive and accepted by
                                         the Plan Administrator prior to the Executive’s death.



 


		4.3	Acknowledgment. No designation
                                         or change in designation of a Beneficiary shall be effective until received, accepted
                                         and acknowledged in writing by the Plan Administrator or its designated agent.



 


		4.4	No Beneficiary Designation.
                                         If the Executive dies without a valid beneficiary designation, or if all designated Beneficiaries
                                         predecease the Executive, then the Executive’s spouse shall be the designated Beneficiary.
                                         If the Executive has no surviving spouse, any benefit shall be paid to the Executive’s
                                         estate.



 


		4.5	Facility of Distribution.   If
                                         the Plan Administrator determines in its discretion that a benefit is to be distributed
                                         to a minor, to a person declared incompetent or to a person incapable of handling the
                                         disposition of that person’s property, the Plan Administrator may direct distribution
                                         of such benefit to the guardian, legal representative or person having the care or custody
                                         of such minor, incompetent person or incapable person. The Plan Administrator may require
                                         proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution
                                         of the benefit. Any distribution of a benefit shall be a distribution for the account
                                         of the Executive and the Beneficiary, as the case may be, and shall completely discharge
                                         any liability under this Agreement for such distribution amount.



 






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Article 5


General Limitations


 


		5.1	Termination for Cause. Notwithstanding
                                         any provision of this Agreement to the contrary, the Bank shall not distribute any benefit
                                         under this Agreement if the Executive’s employment with the Bank is terminated
                                         by the Bank or an applicable regulator due to a Termination for Cause.



 


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



 


		5.3	Removal. Notwithstanding any
                                         provision of this Agreement to the contrary, the Bank shall not distribute any benefit
                                         under this Agreement if the Executive is subject to a final removal or prohibition order
                                         issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal
                                         Deposit Insurance Act. Notwithstanding anything herein to the contrary, any payments
                                         made to the Executive pursuant to this Agreement, or otherwise, shall be subject to and
                                         conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359,
                                         Golden Parachute Indemnification Payments and any other regulations or guidance promulgated
                                         thereunder.



 


Article 6


Administration of Agreement


 


		6.1	Plan Administrator Duties.   The
                                         Plan Administrator shall administer this Agreement according to its express terms and
                                         shall also have the discretion and authority to (i) make, amend, interpret and enforce
                                         all appropriate rules and regulations for the administration of this Agreement and (ii)
                                         decide or resolve any and all questions, including interpretations of this Agreement,
                                         as may arise in connection with this Agreement to the extent the exercise of such discretion
                                         and authority does not conflict with Code Section 409A.



 


		6.2	Agents.   In
                                         the administration of this Agreement, the Plan Administrator may employ agents and delegate
                                         to them such administrative duties as the Plan Administrator sees fit, including acting
                                         through a duly appointed representative, and may from time to time consult with counsel
                                         who may be counsel to the Bank.



 


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



 


		6.4	Indemnity of Plan Administrator.
                                         The Bank shall indemnify and hold harmless the Plan Administrator against any and all
                                         claims, losses, damages, expenses or liabilities arising from any action or failure to
                                         act with respect to this Agreement, except in the case of willful misconduct by the Plan
                                         Administrator.



 


		6.5	Bank Information. To enable
                                         the Plan Administrator to perform its functions, the Bank shall supply full and timely
                                         information to the Plan Administrator on all matters relating to the date and circumstances
                                         of the Executive’s death, Disability or Separation from Service, and such other
                                         pertinent information as the Plan Administrator may reasonably require.



 






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



 


Article 7


Claims And Review
Procedures


 


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



 


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



 


		7.1.2	Timing of Plan Administrator
                                         Response. The Plan Administrator shall respond to such claimant within ninety (90)
                                         days after receiving the claim. If the Plan Administrator determines that special circumstances
                                         require additional time for processing the claim, the Plan Administrator can extend the
                                         response period by an additional ninety (90) days by notifying the claimant in writing,
                                         prior to the end of the initial ninety (90) day period, that an additional period is
                                         required. The notice of extension must set forth the special circumstances and the date
                                         by which the Plan Administrator expects to render its decision.



 


		7.1.3	Notice of Decision. If
                                         the Plan Administrator denies part or all of the claim, the Plan Administrator shall
                                         notify the claimant in writing of such denial. The Plan Administrator shall write the
                                         notification in a manner calculated to be understood by the claimant. The notification
                                         shall set forth:



 


		(a)	The specific reasons
                                         for the denial;



		(b)	A reference to the specific provisions
                                         of this Agreement on which the denial is based;



		(c)	A description of any additional information
                                         or material necessary for the claimant to perfect the claim and an explanation of why
                                         it is needed;



		(d)	An explanation of this Agreement’s
                                         review procedures and the time limits applicable to such procedures; and



		(e)	A statement of the claimant’s
                                         right to bring a civil action under ERISA Section 502(a) following an adverse benefit
                                         determination on review.



 


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



 


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



 


		7.2.2	Additional Submissions- Information
                                         Access. The claimant shall then have the opportunity to submit written comments,
                                         documents, records and other information relating to the claim. The Plan Administrator
                                         shall also provide the claimant, upon request and free of charge, reasonable access to,
                                         and copies of, all documents, records and other information relevant (as defined in applicable
                                         ERISA regulations) to the claimant’s claim for benefits.



 






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		7.2.3	Considerations on Review.   In
                                         considering the review, the Plan Administrator shall take into account all materials
                                         and information the claimant submits relating to the claim, without regard to whether
                                         such information was submitted or considered in the initial benefit determination.



 


		7.2.4	Timing of Plan Administrator
                                         Response. The Plan Administrator shall respond in writing to such claimant within
                                         sixty (60) days after receiving the request for review. If the Plan Administrator determines
                                         that special circumstances require additional time for processing the claim, the Plan
                                         Administrator can extend the response period by an additional sixty (60) days by notifying
                                         the claimant in writing, prior to the end of the initial sixty (60) day period, that
                                         an additional period is required.   The notice of extension must set forth
                                         the special circumstances and the date by which the Plan Administrator expects to render
                                         its decision.



 


		7.2.5	Notice of Decision. The
                                         Plan Administrator shall notify the claimant in writing of its decision on review.   The
                                         Plan Administrator shall write the notification in a manner calculated to be understood
                                         by the claimant.   The notification shall set forth:



 


		(a)	The specific reasons for the denial;



		(b)	A reference to the specific provisions
                                         of this Agreement on which the denial is based;



		(c)	A statement that the claimant is
                                         entitled to receive, upon request and free of charge, reasonable access to, and copies
                                         of, all documents, records and other information relevant (as defined in applicable ERISA
                                         regulations) to the claimant’s claim for benefits; and



		(d)	A statement of the claimant’s
                                         right to bring a civil action under ERISA Section 502(a).



 


Article 8


Amendments and Termination


 


		8.1	Amendments. This Agreement may
                                         be amended only by a written agreement signed by the Bank and the Executive. However,
                                         the Bank may unilaterally amend this Agreement to conform with written directives to
                                         the Bank from its auditors or banking regulators or to comply with legislative changes
                                         or tax law, including without limitation Code Section 409A.



 


		8.2	Plan Termination Generally.   This
                                         Agreement may be terminated only by a written agreement signed by the Bank and the Executive.   The
                                         benefit shall be the Accrual Balance as of the date this Agreement is terminated. Except
                                         as provided in Section 8.3, the termination of this Agreement shall not cause a distribution
                                         of benefits under this Agreement. Rather, upon such termination benefit distributions
                                         will be made at the earliest distribution event permitted under Article 2 or Article
                                         3.



 


		8.3	Plan Terminations Under Code Section
                                         409A. Notwithstanding anything to the contrary in Section 8.2, the Bank may completely
                                         terminate and liquidate this Agreement and cause all benefits payable under the Agreement
                                         to be paid in a lump sum under the following circumstances and conditions, in each case
                                         provided that all of the applicable requirements of Treasury Regulation §1.409A-3(j)(4)(ix)
                                         are satisfied:



 






    	 	 	9



     


    

 


		(a)	The Bank or its successor may terminate
                                         and liquidate this Agreement by taking irrevocable action to terminate and liquidate
                                         this Agreement within the thirty (30) days preceding or the twelve (12) months following
                                         a Change in Control, provided that all arrangements sponsored by the Bank or its successor
                                         (or any other affiliated entities that are deemed to constitute a “service recipient”
                                         as defined in Treasury Regulation §1.409A-1(g)) immediately after the Change in
                                         Control which are treated as deferred under a single plan under Treasury Regulation §1.409A-1(c)(2)
                                         are terminated and liquidated with respect to each participant who experienced the Change
                                         in Control so that the Executive and any participants in any such similar arrangements
                                         are required to receive all amounts of compensation payable under the terminated arrangements
                                         within twelve (12) months of the date of the irrevocable action to terminate the arrangements;



 


		(b)	The Bank may terminate and liquidate
                                         this Agreement within twelve (12) months of the Bank’s dissolution or with the
                                         approval of a bankruptcy court, provided that all benefits payable under the Agreement
                                         are included in the Executive's gross income in the latest of the following years (or,
                                         if earlier, the taxable year in which the amount is actually or constructively received):
                                         (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which
                                         the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first
                                         calendar year in which the distribution is administratively practicable; or



 


		(c)	The Bank may terminate and liquidate
                                         this Agreement 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 any terminated arrangements under Treasury Regulation §1.409A-1(c)
                                         if the same service provider had deferrals of compensation under such arrangements are
                                         also terminated and liquidated; (iii) no payments, other than payments that would be
                                         payable under the terms of this Agreement if the termination had not occurred, are made
                                         within twelve (12) months of the date the Bank takes all necessary action to irrevocably
                                         terminate and liquidate this Agreement; (iv) all payments are made within twenty-four
                                         (24) months following the date the Bank takes all necessary action to irrevocably terminate
                                         and liquidate this Agreement; and (v) the Bank does adopt a new arrangement that would
                                         be aggregated with any terminated arrangement under Treasury Regulation §1.409A-1(c)
                                         if the same service provider participated in both arrangements, at any time within three
                                         (3) years following the date the Bank takes the irrevocable action to terminate and liquidate
                                         this Agreement, provided that all references in this clause (c) to the Bank shall include
                                         any affiliated entities that are deemed to constitute a “service recipient”
                                         as defined in Treasury Regulation §1.409A-1(g).



 


Article 9


Miscellaneous


 


		9.1	Binding Effect. This Agreement
                                         shall bind the Executive and the Bank and their beneficiaries, survivors, executors,
                                         administrators and transferees.



 


		9.2	No Guarantee of Employment.
                                         This Agreement is not a contract for employment. It does not give the Executive the right
                                         to remain as an employee of the Bank nor interfere with the Bank’s right to discharge
                                         the Executive. It does not require the Executive to remain an employee nor interfere
                                         with the Executive’s right to terminate employment at any time.



 


		9.3	Non-Transferability. Benefits
                                         under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered
                                         in any manner.



 


		9.4	Tax Withholding and Reporting.
                                         The Bank shall withhold any taxes that are required to be withheld, including but not
                                         limited to taxes owed under Code Section 409A from the benefits provided under this Agreement.
                                         The Executive acknowledges that the Bank’s sole liability regarding taxes is to
                                         forward any amounts withheld to the appropriate taxing authorities. The Bank shall satisfy
                                         all applicable reporting requirements, including those under Code Section 409A.



 






    	 	 	10



     


    

 


		9.5	Applicable Law. This Agreement
                                         and all rights hereunder shall be governed by the laws of the State of Indiana, except
                                         to the extent preempted by the laws of the United States of America.



 


		9.6	Unfunded Arrangement. The Executive
                                         and the Beneficiary are general unsecured creditors of the Bank for the distribution
                                         of benefits under this Agreement. The benefits represent the mere promise by the Bank
                                         to distribute such benefits. The rights to benefits are not subject in any manner to
                                         anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment
                                         or garnishment by creditors.   Any insurance on the Executive’s
                                         life or other informal funding asset is a general asset of the Bank to which the Executive
                                         and Beneficiary have no preferred or secured claim.



 


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



 


		9.8	Entire Agreement. This Agreement
                                         constitutes the entire agreement between the Bank and the Executive as to the subject
                                         matter hereof and supersedes the Prior Agreement. No rights are granted to the Executive
                                         by virtue of this Agreement other than those specifically set forth herein.



 


		9.9	Interpretation. Wherever the
                                         fulfillment of the intent and purpose of this Agreement requires and the context will
                                         permit, the use of the masculine gender includes the feminine and use of the singular
                                         includes the plural.



 


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



 


		9.11	Headings. Article and section
                                         headings are for convenient reference only and shall not control or affect the meaning
                                         or construction of any provision herein.



 


		9.12	Validity. If any provision
                                         of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity
                                         shall not affect the remaining parts hereof, but this Agreement shall be construed and
                                         enforced as if such illegal or invalid provision had never been included herein.



 


		9.13	Notice. Any notice or filing
                                         required or permitted to be given to the Bank or Plan Administrator under this Agreement
                                         shall be sufficient if in writing and hand-delivered or sent by registered or certified
                                         mail to the address below:



 


MutualBank


110 E. Charles Street


Muncie, IN 47305-2419


 


Such notice shall be deemed given
as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration
or certification.


 






    	 	 	11



     


    

 


Any notice or filing required
or permitted to be given to the Executive under this Agreement shall be sufficient if in writing and hand-delivered or sent by
mail to the last known address of the Executive.


 


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



 


		9.15	Compliance with Section 409A.
                                         This Agreement shall be interpreted and administered consistent with Code Section 409A.



 




    	 	 	12



     


    

 


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


 


	EXECUTIVE:	 	MUTUALBANK
	 	 	 
	 	 	By:
    	 
	CHARLES J. VIATER	 	Name: 	                           
	 	 	Title: 	 


 




    	 	 	13



     


    

 


MUTUALBANK


SALARY CONTINUATION AGREEMENT


BENEFICIARY DESIGNATION
FORM


 


{  }        New
Designation


{  }        Change
in Designation


 


I, ___________________, designate the following as Beneficiary
under this Agreement:


 


	Primary:	 
	 	 	 	___%
	 	 	 	___%
	 	Contingent:	 	 
	 	 	 	___%
    
	 	 	 	___%


 


Notes:


		·	Please
                                         PRINT CLEARLY or TYPE the names of the beneficiaries.



		·	To
                                         name a trust as Beneficiary, please provide the name of the trustee(s) and the exact
                                         name and date of the trust agreement.



		·	To
                                         name your estate as Beneficiary, please write “Estate of Charles J. Viater”



		·	Be
                                         aware that none of the contingent beneficiaries will receive anything unless ALL of the
                                         primary beneficiaries predecease you.



 


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


 


	Name:	Charles
    J. Viater	 


 


Signature: ________________Date: ______________, 201_


 


Received by the Plan Administrator this ___ day of ___________
201_


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 






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