Exhibit 10.2


 


AMENDED
AND RESTATED 


EMPLOYMENT
AGREEMENT


 


This Amended and Restated
Employment Agreement (this “Agreement”) is made effective as of August 19, 2015 (the “Effective Date”)
and amends and restates that certain Employment Agreement dated January 16, 2014, by and between Edgewater Bank, a federal stock
savings association (the “Bank”) and Coleen S. Frens-Rossman (“Executive”). The Bank and Executive are
sometimes collectively referred to herein as the “parties.” Any reference to the “Company” shall mean Edgewater
Bancorp, Inc., the holding company of the Bank. The Company is a signatory to this Agreement for the purpose of guaranteeing the
Bank’s performance hereunder.


 


WITNESSETH


 


WHEREAS, Executive
is currently employed as Senior Vice President and Chief Financial Officer of the Bank;


 


WHEREAS, the
Bank desires to assure itself of the continued availability of the Executive’s services as provided in this Agreement; and


 


WHEREAS, this
amendment extends the post-termination obligations of Section 11(a)(ii) to apply if Executive receives payments in connection
with a Change in Control pursuant to Section 5 of this Agreement and expands the geographic area subject to the restrictions in
Section 11(a);


 


WHEREAS, the
Bank and Executive agree that the covenants made by Executive in Section 11 have substantial value to the Bank and that a portion
of any payments to Executive pursuant to this Agreement is in consideration of such covenants;


 


WHEREAS, the
Executive is willing to serve the Bank on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE,
in consideration of the mutual covenants herein contained, and upon the terms and conditions hereinafter provided, the parties
hereby agree as follows:


 


		1.	POSITION AND RESPONSIBILITIES.



 


During the term of
this Agreement, Executive shall serve as Senior Vice President and Chief Financial Officer of the Bank. Executive will be responsible
for the Bank’s financial and accounting systems, including developing, recommending, implementing and monitoring financial
plans and policies. Executive will also be responsible for monitoring the Bank’s operational and information technology functions
and shall perform such executive services for the Bank as may be consistent with Executive's titles and from time to time assigned
to Executive by the Bank’s Board of Directors or the President and Chief Executive Officer of the Bank. Executive also agrees
to serve, if elected, as an officer and director of any affiliate of the Bank.


 




    	 



    	 



    

 


		2.	TERM AND DUTIES.



 


(a)          Term and
Renewal. The initial term of this Agreement shall continue until August 31, 2017. Beginning on August 31, 2017, and on each
annual anniversary date thereafter, the term of this Agreement shall be automatically extended for a period of one year, unless
(1) the Bank has given notice to Executive in writing at least one hundred eighty (180) days prior to such anniversary date that
the term of this Agreement shall not be extended further, or (2) Executive has given notice to the Bank in writing at least one
hundred eighty (180) days prior to such anniversary date that the term of this Agreement shall not be extended further. Reference
herein to the term of this Agreement shall refer to both the initial term ending August 31, 2017 and all such extended terms.
Notwithstanding the foregoing, if a Change in Control occurs during the term of this Agreement, this Agreement will continue in
effect for eighteen (18) months beyond the end of the month in which any Change of Control occurs.


 


(b)          Termination
of Employment. Notwithstanding anything contained in this Agreement to the contrary, either Executive or the Bank may terminate
Executive’s employment with the Bank at any time during the term of this Agreement, subject to the terms and conditions of
this Agreement.


 


(c)          Continued
Employment Following Expiration of Term. Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s
employment following the expiration of the term of this Agreement, upon such terms and conditions as the Bank and Executive may
mutually agree.


 


(d)          Duties; Membership
on Other Boards. During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation
periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of Executive business
time, attention, skill, and efforts to the faithful performance of Executive's duties hereunder, including activities and services
related to the organization, operation and management of the Bank; provided, however, that, Executive may serve, or continue to
serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations,
which, in the Board’s judgment, will not present any conflict of interest with the Bank, or materially affect the performance
of Executive’s duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for its approval
a list of organizations for which the Executive acts as a director or officer.


 


		3.	COMPENSATION, BENEFITS AND REIMBURSEMENT.



 


(a)          Base Salary.
In consideration of Executive’s performance of the duties set forth in Section 2, the Bank shall provide Executive the compensation
specified in this Agreement. The Bank shall pay Executive a salary of $139,050 per year (“Base Salary”). The Base Salary
shall be payable biweekly, or with such other frequency as officers of the Bank are generally paid. During the term of this Agreement,
the Base Salary shall be reviewed at least annually by the Board or by a committee designated by the Board, and the Bank may increase,
but not


 




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decrease (except for
a decrease that is generally applicable to all employees) Executive’s Base Salary. Any increase in Base Salary shall become
“Base Salary” for purposes of this Agreement.


 


(b)          Bonus and
Incentive Compensation. Executive shall be entitled to equitable participation in incentive compensation and bonuses in any
plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any
such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.


 


(c)          Employee
Benefits. The Bank shall provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent
to those in which Executive was participating or from which she was deriving benefit immediately prior to the commencement of the
term of this Agreement, and the Bank shall not, without Executive’s prior written consent, make any changes in such plans,
arrangements or perquisites that would adversely affect Executive’s rights or benefits thereunder, except as to any changes
that are applicable to all participating employees. In addition to the Base Salary provided in Section 3(a), the Executive shall
be entitled to an annual physical examination under the Lakeland HealthCare Executive Health Management Program (or its successor),
with the Bank paying such cost. Without limiting the generality of the foregoing provisions of this Section 3(c), Executive will
be entitled to participate in and receive benefits under any employee benefit plans including, but not limited to, retirement plans,
supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident insurance plans, medical coverage or any
other employee benefit plan or arrangement made available by the Bank and/or the Company in the future to its senior executives,
including any stock benefit plans, subject to and on a basis consistent with the terms, conditions and overall administration of
such plans and arrangements.


 


(d)          Paid Time
Off. Executive shall be entitled to paid vacation time each year during the term of this Agreement (measured on a fiscal or
calendar year basis, in accordance with the Bank’s usual practices), as well as sick leave, holidays and other paid absences
in accordance with the Bank’s policies and procedures for senior executives. Any unused paid time off during an annual period
shall be treated in accordance with the Bank’s personnel policies as in effect from time to time.


 


(e)          Expense Reimbursements.
The Bank shall also pay or reimburse Executive for all reasonable travel, entertainment and other reasonable expenses incurred
by Executive during the course of performing Executive's obligations under this Agreement, including, without limitation, fees
for memberships in such clubs and organizations as Executive and the Board shall mutually agree are necessary and appropriate in
connection with the performance of Executive's duties under this Agreement, upon presentation to the Bank of an itemized account
of such expenses in such form as the Bank may reasonably require, provided that such payment or reimbursement shall be made as
soon as practicable but in no event later than March 15 of the year following the year in which such right to such payment or reimbursement
occurred.


 




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		4.	PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.



 


(a)          Upon the occurrence
of an Event of Termination (as herein defined) during the term of this Agreement, the provisions of this Section 4 shall apply;
provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control
(as defined in Section 5 hereof) or within six (6) months before a Change in Control in contemplation of such Change in Control
and with the purpose of avoiding the effective of this Agreement had such Event of Termination occurred after such Change in Control,
then Section 5 shall apply instead. As used in this Agreement, an “Event of Termination’’ shall mean and include
any one or more of the following:


 


(i)          the
involuntary termination of Executive’s employment hereunder by the Bank for any reason other than termination governed by
Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement),
or Section 8 (for Cause), provided that such termination constitutes a “Separation from Service” within the meaning
of Section 409A of the Internal Revenue Code (“Code”); or


 


(ii)          Executive’s
resignation from the Bank’s employ upon any of the following, unless consented to by Executive:


 


(A)          failure
to appoint Executive to the position set forth in Section 1, or a material change in Executive’s function, duties, or responsibilities,
which change would cause Executive’s position to become one of lesser responsibility, importance, or scope from the position
and responsibilities described in Section 1, to which Executive has not agreed in writing (and any such material change shall be
deemed a continuing breach of this Agreement by the Bank);


 


(B)          a
relocation of Executive’s principal place of employment to a location that is more than 25 miles from the location of the
Bank’s principal executive offices as of the date of this Agreement;


 


(C)          a
material reduction in the benefits and perquisites, including Base Salary, to Executive from those being provided as of the Effective
Date (except for any reduction that is part of a reduction in pay or benefits that is generally applicable to officers or employees
of the Bank);


 


(D)          a
liquidation or dissolution of the Bank; or


 


(E)          a
material breach of this Agreement by the Bank.


 


Upon the occurrence of
any event described in clause (ii) above, Executive shall have the right to elect to terminate Executive's employment under this
Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a
reasonable period


 




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of time (not to exceed
ninety (90) days) after the event giving rise to the right to elect, which termination by Executive shall be an Event of Termination.
The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may
elect to waive said thirty (30) day period.


 


(b)          Upon the occurrence
of an Event of Termination, the Bank shall pay Executive, or, in the event of Executive's subsequent death, Executive's beneficiary
or beneficiaries, or Executive's estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and
bonuses that Executive would be entitled to for the eighteen (18) month period commencing on the day after the Termination Date.
For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus
paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an
Event of Termination. Such payments shall be paid in a lump sum on the 30th day following the Executive’s Separation
from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment
following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits
under this Section 4 unless and until (i) Executive executes a release of Executive's claims against the Bank, the Company and
any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands,
causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination
in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is
vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive
the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall begin on the 30th
day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed
(and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law.


 


(c)          Upon the occurrence
of an Event of Termination, the Bank shall pay Executive, or in the event of Executive's subsequent death, Executive's beneficiary
or beneficiaries, or Executive's estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present
value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution
plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued
working for the Bank for an eighteen (18) month period following such Event of Termination, earning the salary that would have
been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation
from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.


 


(d)          Upon the occurrence
of an Event of Termination, the Bank shall provide, at the Bank’s expense, for an eighteen (18) month period following the
Event of Termination, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably
available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage
may be changed in its application to all Bank


 




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employees. Notwithstanding
the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated
employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing
such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated
to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty
(30) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage
(or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.


 


(e)          For purposes
of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate
that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee
or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide
services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation
from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee,
as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined
to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum
extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation
from Service.


 


		5.	CHANGE IN CONTROL.



 


(a)          Any payments
made to Executive pursuant to this Section 5 are in lieu of any payments that may otherwise be owed to Executive pursuant to this
Agreement under Section 4, such that Executive shall either receive payments pursuant to Section 4 or pursuant to Section 5, but
not pursuant to both Sections.


 


 


(b)          For purposes
of this Agreement, the term “Change in Control” shall mean:


 


(i)          a change
in control of a nature that would be required to be reported in response to Item 5.01(a) of the current report on Form 8-K, as
in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), were the Company’s equity shares registered under such Exchange Act; or


 


(ii)          a change
in control of the Bank within the meaning of the Home Owner’s Loan Act, as amended (“HOLA”), and applicable rules
and regulations promulgated thereunder, as in effect at the time of the Change in Control; or


 


(iii)          any
of the following events, upon which a Change in Control shall be deemed to have occurred:


 




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(A)          any
“person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Company
representing 25% or more of the combined voting power of such outstanding securities, except for any securities purchased by any
employee stock ownership plan or trust established by the Bank or the Company; or


 


(B)          individuals
who constitute the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least
a majority thereof, provided that any person becoming a director subsequent to the Effective Date whose election was approved by
a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by stockholders
of the Bank or the Company was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes
of this subsection (B), considered as though they were members of the Incumbent Board; or


 


(C)          a
sale of all or substantially all the assets of the Bank or the Company, or a plan of reorganization, merger, consolidation, or
similar transaction occurs in which the security holders of the Bank or the Company immediately prior to the consummation of the
transaction do not own at least 50.1% of the securities of the surviving entity to be outstanding upon consummation of the transaction;
or


 


(D)          a
proxy statement is issued soliciting proxies from stockholders of the Bank or the Company by someone other than the current management
of the Bank or the Company of the Bank, seeking stockholder approval of a plan of reorganization, merger or consolidation of the
Bank or the Company, or similar transaction with one or more corporations as a result of which the outstanding shares of the class
of securities then subject to the plan are to be exchanged for or converted into cash or property or securities not issued by the
Bank or the Company; or


 


(E)          a
tender offer is made for 25% or more of the voting securities of the Bank or the Company, and stockholders owning beneficially
or of record 25% or more of the outstanding securities of the Bank or the Company have tendered or offered to sell their shares
pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.


 


(F)          Notwithstanding
anything herein to the contrary, a Change in Control shall not be deemed to have occurred in connection with the initial reorganization
and conversion of the Bank to a stock Bank as a subsidiary of the Company.


 




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(c)          Upon the occurrence
of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4 hereof), Executive,
shall receive as severance pay or liquidated damages, or both, a lump sum cash payment equal to three times the sum of (i) Executive’s
highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive
with respect to the three completed fiscal years prior to the Change in Control. Such payment shall be paid in a lump sum within
ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be
reduced in the event Executive obtains other employment following the Event of Termination.


 


(d)          Upon the occurrence
of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4 hereof), the Bank
shall pay Executive, or in the event of Executive's subsequent death, Executive's beneficiary or beneficiaries, or Executive's
estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions
that would have been made on Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP,
and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for thirty-six
(36) months after the effective date of such termination of employment, earning the salary that would have been achieved during
such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and
shall not be reduced in the event Executive obtains other employment following the Event of Termination. If Executive is a Specified
Employee, as defined in Code Section 409A and any payment to be made under this sub-paragraph (c) or (d) of this Section 5 shall
be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment
(to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s
Separation from Service.


 


(e)          Upon the occurrence
of a Change in Control followed within eighteen (18) months by an Event of Termination (as defined in Section 4 hereof), the Bank
(or its successor) shall provide at the Bank’s (or its successor’s) expense, nontaxable medical and dental coverage
and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive
prior to Executive's termination, except to the extent such coverage may be changed in its application to all Bank employees and
then the coverage provided to Executive shall be commensurate with such changed coverage. Such coverage shall cease thirty-six
(36) months following the termination of Executive’s employment. Notwithstanding the foregoing, if applicable law (including,
but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive
is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties,
then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable
medical and dental benefits, with such payment to be made by lump sum within ten (10) business days of the Date of Termination,
or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot
be provided for the foregoing reasons.  


 




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(f)          In order to
receive and as a condition of receiving any payments pursuant to Section 5 of this Agreement, Executive must execute and not revoke
the Release.


 


(g)          In addition,
Executive shall be entitled to all payments and benefits provided under this Section 5 (in lieu of payment under Section 4) if
there is an Event of Termination (as defined in Section 4 hereof) within six (6) months before a Change in Control in contemplation
of such Change in Control and with the purpose of avoiding the effect of this Agreement had such Event of Termination occurred
after such Change in Control.


 


(h)          Notwithstanding
the preceding paragraphs of this Section 5, in the event that the aggregate payments or benefits to be made or afforded to Executive
under this Agreement would be deemed to include an “excess parachute payment” under Section 280G of the Internal Revenue
Code or any successor thereto, then such payments or benefits shall be reduced to an amount, the value of which is one dollar ($1.00)
less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Section
280G of the Code. In the event a reduction is necessary, then the cash severance payable by the Bank pursuant to Section 5 shall
be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Bank under Section
5 being non-deductible to the Bank pursuant to Section 280G of the Code and subject to excise tax imposed under Section 4999 of
the Code.


 


		6.	TERMINATION FOR DISABILITY OR DEATH.



 


(a)          Termination
of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal
Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous
period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected
to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits
for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or
(iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and
(c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive
has suffered a Disability, disability payments hereunder shall commence within thirty (30) days.


 


(b)          Executive shall
be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To
the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference
between such disability plan benefits and the amount of Executive’s Base Salary for the longer of one (1) year following
the termination of Executive's employment due to Disability or the remaining term of this Agreement, which shall be payable in
accordance with the regular payroll practices of the Bank.


 




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(c)          The Bank shall
cause to be continued life insurance coverage and non-taxable medical and dental coverage substantially comparable, as reasonably
available, to the coverage maintained by the Bank for Executive prior to the termination of Executive's employment based on Disability,
except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis
to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to
the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the
remaining term of this Agreement; or (iv) Executive’s death.


 


(d)          In the event
of Executive’s death during the term of this Agreement, Executive's estate, legal representatives or named beneficiaries
(as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s
death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s
death, and the Bank shall continue to provide non-taxable medical, dental and other insurance benefits normally provided for Executive’s
family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments
are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any
employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified
retirement plans.


 


		7.	TERMINATION UPON RETIREMENT.



 


Termination of Executive’s
employment based on “Retirement” shall mean termination of Executive’s employment at any time after Executive
reaches age 70 or in accordance with any retirement policy established by the Board with Executive’s consent as it applies
to him. Upon termination of Executive based on Retirement, no amounts or benefits shall be due Executive under this Agreement,
and Executive shall be entitled to all benefits under any retirement plan of the Bank and other plans to which Executive is a party.


 


		8.	TERMINATION FOR CAUSE.



 


(a)          The Bank may
terminate Executive’s employment at any time, but any termination other than termination for “Cause,” as defined
herein, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have
no right to receive compensation or other benefits for any period after termination for “Cause.” The term “Cause”
as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more
of the following events with respect to the Executive:


 


		(1)	personal dishonesty;



 


		(2)	incompetence;



 


		(3)	willful misconduct;



 


		(4)	breach of fiduciary duty involving personal profit;



 




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		(5)	material breach of the Bank’s Code of Ethics;



 


		(6)	intentional failure to perform stated duties under this Agreement after written notice thereof
from the Board;



 


		(7)	willful violation of any law, rule or regulation (other than traffic violations or similar offenses)
that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or
any violation of a final cease-and-desist order; or



 


		(8)	material breach by Executive of any provision of this Agreement.



 


Notwithstanding the foregoing,
Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and
held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board),
finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars
thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines
in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for
it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive
from Executive's duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at
which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver
to the Executive a Notice of Termination, as more fully described in Section 10 below.


 


(b)          For purposes of this Section
8, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted
to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests
of the Bank. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank
shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank.


 


		9.	RESIGNATION FROM BOARDS
OF DIRECTORS.



 


In the event of Executive’s
termination of employment due to an Event of Termination, Executive’s service as a director of the Bank, the Company, and
any affiliate of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice for
such purposes.


 


		10.	NOTICE.



 


(a)          Any purported
termination by the Bank for Cause shall be communicated by Notice of Termination to Executive. If, within thirty (30) days after
any Notice of Termination


 




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for Cause is given, Executive
notifies the Bank that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration, as provided
in Section 20. Notwithstanding the pendency of any such dispute, the Bank shall discontinue paying Executive’s compensation
until the dispute is finally resolved in accordance with this Agreement. If it is determined that Executive is entitled to compensation
and benefits under Section 4 or 5, the payment of such compensation and benefits by the Bank shall commence immediately following
the date of resolution by arbitration, with interest due Executive on the cash amount that would have been paid pending arbitration
(at the prime rate as published in The Wall Street Journal from time to time).


 


(b)          Any other purported
termination by the Bank or by Executive shall be communicated by a “Notice of Termination” (as defined in Section 10(c))
to the other party. If, within thirty (30) days after any Notice of Termination is given, the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration as
provided in Section 20. Notwithstanding the pendency of any such dispute, the Bank shall continue to pay Executive Executive's
Base Salary, and other compensation and benefits in effect when the notice giving rise to the dispute was given (except as to termination
of Executive for Cause); provided, however, that such payments and benefits shall not continue beyond the date that is 18 months
from the date the Notice of Termination is given. In the event the voluntary termination by Executive of Executive's employment
is disputed by the Bank, and if it is determined in arbitration that Executive is not entitled to termination benefits pursuant
to this Agreement, she shall return all cash payments made to him pending resolution by arbitration, with interest thereon at the
prime rate as published in The Wall Street Journal from time to time, if it is determined in arbitration that Executive’s
voluntary termination of employment was not taken in good faith and not in the reasonable belief that grounds existed for Executive's
voluntary termination. If it is determined that Executive is entitled to receive severance benefits under this Agreement, then
any continuation of Base Salary and other compensation and benefits made to Executive under this Section 10 shall offset the amount
of any severance benefits that are due to Executive under this Agreement.


 


(c)          For purposes
of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of Executive’s employment under the provision so indicated.


 


		11.	POST-TERMINATION OBLIGATIONS.



 


(a)          Executive hereby covenants and
agrees that, for a period of one year following Executive's termination of employment with the Bank, Executive shall not, without
the written consent of the Bank, either directly or indirectly:


 


(i)          solicit,
offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect)
to have the effect of


 




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causing any officer or employee
of the Bank or the Company, or any of their respective subsidiaries or affiliates, to terminate Executive's employment and accept
employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever
that competes with the business of the Bank or the Company, or any of their direct or indirect subsidiaries or affiliates or has
headquarters or offices within 50 miles of the locations in which the Bank or the Company has business operations or has filed
an application for regulatory approval to establish an office;


 


(ii)          become
an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venturer, greater than 5% equity
owner or stockholder, partner or trustee of any savings association,
savings and loan association, savings and loan holding company, credit union, bank or bank holding company, insurance company or
agency, any mortgage or loan broker or any other financial services entity or business that competes with the business of the Bank
or its affiliates or has headquarters or offices within 50 miles of St. Joseph, Michigan; provided, however, that
this restriction shall not apply if either (a) Executive does not have any right to any payments under Section 4 or Section 5 hereof
(unless such termination is by the Bank for Cause in which case this restriction shall apply), or (b) Executive waives all rights
to any payments under Section 4 or Section 5 hereof and executes and does not revoke a Release.


 


(b)           As used in
this Agreement, “Confidential Information” means information belonging to the Bank which is of value to the Bank in
the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Bank.
Confidential Information includes, without limitation, financial information, reports, and forecasts; inventions, improvements
and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information
or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses
or facilities) which have been discussed or considered by the management of the Bank. Confidential Information includes information
developed by the Executive in the course of the Executive’s employment by the Bank, as well as other information to which
the Executive may have access in connection with the Executive’s employment. Confidential Information also includes the confidential
information of others with which the Bank has a business relationship. Notwithstanding the foregoing, Confidential Information
does not include information in the public domain. The Executive understands and agrees that the Executive’s employment creates
a relationship of confidence and trust between the Executive and the Bank with respect to all Confidential Information. At all
times, both during the Executive’s employment with the Bank and after its termination, the Executive will keep in confidence
and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written
consent of the Bank, except as may be necessary in the ordinary course of performing the Executive’s duties to the Bank.


 


(c)          Executive shall,
upon reasonable notice, furnish such information and assistance to the Bank as may reasonably be required by the Bank, in connection
with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided, however, that


 




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Executive shall not be
required to provide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries
or affiliates.


 


(d)          All payments and benefits to
Executive under this Agreement shall be subject to Executive’s compliance with this Section 11. The parties hereto, recognizing
that irreparable injury will result to the Bank, its business and property in the event of Executive’s breach of this Section
11, agree that, in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and
damages available, to an injunction to restrain the violation hereof by Executive and all persons acting for or with Executive.
Executive represents and admits that Executive’s experience and capabilities are such that Executive can obtain employment
in a business engaged in other lines and/or of a different nature than the Bank, and that the enforcement of a remedy by way of
injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank or the
Company from pursuing any other remedies available to them for such breach or threatened breach, including the recovery of damages
from Executive.


 


		12.	SOURCE OF PAYMENTS.



 


All payments provided
in this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company may accede to this Agreement
but only for the purposed of guaranteeing payment and provision of all amounts and benefits due hereunder to Executive.


 


		13.	EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.



 


This Agreement contains
the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor
of the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring
to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject
to receiving fewer benefits than those available to him without reference to this Agreement.


 


		14.	NO ATTACHMENT; BINDING ON SUCCESSORS.



 


(a)          Except as required
by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation
of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.


 


(b)          This Agreement
shall be binding upon, and inure to the benefit of, Executive and the Bank and their respective successors and assigns.


 




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		15.	MODIFICATION AND WAIVER.



 


(a)          This Agreement
may not be modified or amended except by an instrument in writing signed by the parties hereto.


 


(b)          No term or condition
of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall
be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term
or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically
waived.


 


		16.	REQUIRED PROVISIONS.



 


(a)          The Bank may
terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not
prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive
compensation or other benefits for any period after termination for Cause.


 


(b)          Notwithstanding
anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement
or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C.
Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359 (Golden Parachute and Indemnification Payments).


 


		17.	SEVERABILITY.



 


If, for any reason,
any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the
full extent consistent with law continue in full force and effect.


 


		18.	HEADINGS FOR REFERENCE ONLY.



 


The headings of sections
and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any
of the provisions of this Agreement.


 


		19.	GOVERNING LAW.



 


This Agreement shall
be governed by the laws of the State of Michigan except to the extent superseded by federal law.


 




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		20.	ARBITRATION.



 


Any dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil
litigation and without any trial by jury to resolve such claims, conducted by a panel of three arbitrators sitting in a location
selected by Executive within fifty (50) miles from the main office of the Bank, in accordance with the rules of the American Arbitration
Bank’s National Rules for the Resolution of Employment Disputes (“National Rules”) then in effect. One arbitrator
shall be selected by Executive, one arbitrator shall be selected by the Bank and the third arbitrator shall be selected by the
arbitrators selected by the parties. If the arbitrators are unable to agree within fifteen (15) days upon a third arbitrator, the
arbitrator shall be appointed for them from a panel of arbitrators selected in accordance with the National Rules. Judgment may
be entered on the arbitrator’s award in any court having jurisdiction.


 


		21.	INDEMNIFICATION.



 


(a)          Executive shall
be provided with coverage under a standard directors’ and officers’ liability insurance policy, and shall be indemnified
for the term of this Agreement and for a period of six years thereafter to the fullest extent permitted under applicable law against
all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in
which she may be involved by reason of Executive's having been a director or officer of the Bank or any affiliate (whether or not
she continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities
to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements (such
settlements must be approved by the Board), provided, however, Executive shall not be indemnified or reimbursed for legal expenses
or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed by
Executive. Any such indemnification shall be made consistent with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C.
§1828(k), and the regulations issued thereunder in 12 C.F.R. Part 359.


 


(b)          Any indemnification
by the Bank shall be subject to compliance with any applicable regulations of the Federal Deposit Insurance Corporation.


 


		22.	Notice.



 


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


 




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	To the Bank:	
        Chairman of the Board

        Edgewater Bank

        321 Main Street

        St. Joseph, Michigan 49085

         

	
        To Executive:
	
        Coleen S. Frens-Rossman

        At the address last appearing on

        the personnel records of the Bank



 


[SIGNATURES
APPEAR ON THE FOLLOWING PAGE]


 




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IN WITNESS WHEREOF,
the Bank and the Company have caused this Agreement to be executed by their duly authorized representatives, and Executive has
signed this Agreement, on the date first above written.


 


	 	EDGEWATER BANK
	 	 	 
	 	By:	/s/Kenneth Ankli, III
	 	 	Kenneth Ankli, III
	 	 	Chairman of the Board
	 	 	 
	 	EDGEWATER BANCORP, INC.
	 	 	 
	 	By:	/s/Kenneth Ankli, III
	 	 	Kenneth Ankli, III
	 	 	Chairman of the Board
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/Coleen S. Frens-Rossman
	 	Coleen S. Frens-Rossman


 




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