Exhibit 10.2


[FORM OF 3 YEAR EMPLOYMENT AGREEMENT]


EMPLOYMENT AGREEMENT


FOR


RALPH SCHANK


          This
Employment Agreement (the “Agreement”) is made effective as of the __ day of
____________, 2008 (the “Effective Date”), by and between Midwest Federal
Savings and Loan Association of St. Joseph (the “Association”), a federally
chartered stock savings association with its principal administrative office at
1901 Frederick Avenue, St. Joseph, Missouri 64501, and Ralph Schank
(“Executive”). The Association is a wholly-owned subsidiary of St. Joseph
Bancorp, Inc., a Maryland corporation (the “Company”). The Company has executed
this Agreement for the sole purpose of guaranteeing the Association’s financial
performance hereunder.


          WHEREAS,
Executive is currently employed as the President and Chief Executive Officer of
the Association, and the Association wishes to assure itself of the continued
services of Executive as President and Chief Executive Officer of the
Association for the period provided in this Agreement; and


          WHEREAS,
in order to induce Executive to remain in the employ of the Association and to
provide further incentive for Executive to achieve the financial and
performance objectives of the Association, the parties desire to enter into
this Agreement ; and 


           WHEREAS ,
the Board of Directors of the Bank finds it to be in the best interest of the
Bank to enter into this Agreement with Executive. 


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


	
 

	
 


	
1.

	
POSITION AND RESPONSIBILITIES





          During
the term of this Agreement Executive agrees to serve as President and Chief
Executive Officer of the Association, and will perform all duties and will have
all powers that are generally incident to the office of the President and Chief
Executive Officer. Without limiting the generality of the foregoing, Executive
will be responsible for the overall management of the Association, and will be
responsible for establishing the business objectives, policies and strategic
plans of the Association in conjunction with the Board of Directors (the
“Board”) of the Association. Executive also will be responsible for providing
leadership and direction to all departments or divisions of the Association,
and will be the primary contact between the Board and other officers and
employees of the Association. As President and Chief Executive Officer,
Executive will report directly to the Board. 


          Executive
also agrees to serve, if appointed or elected, as a director of the Association
or the Company, and as an officer and/or director of any subsidiary or
affiliate of the Association or the Company. This Agreement shall not be
construed as setting forth the rights and obligations of the Executive to the Company or the Company to the Executive (except
as specifically set forth in Section 10 hereof) nor shall it be construed to be
a contract of employment between the Executive and the Company or any affiliate
or subsidiary. 








	
 

	
 


	
2.

	
TERM





          (a)      Term
and Annual Review.
The term of this Agreement will begin as of the Effective Date and will
continue for thirty-six (36) full calendar months thereafter. Commencing on the
first anniversary date of this Agreement (the “Anniversary Date”) and
continuing on each Anniversary Date thereafter, the disinterested members of
the Board may extend the term of this Agreement for an additional year such
that the remaining term shall be thirty-six (36) months, unless written notice
of non-renewal is provided to Executive at least thirty (30) days prior to any
such Anniversary Date, in which case the term of this Agreement will become
fixed and will terminate at the end of the thirty-six (36) months following
such Anniversary Date. Prior to each Anniversary Date, the disinterested
members of the Board will conduct a comprehensive performance evaluation and
review of Executive for purposes of determining whether to extend this
Agreement, and the results thereof will be included in the minutes of the
Board’s meeting. 


          (b)      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
Association and Executive may mutually agree.


	
 

	
 


	
3.

	
LOYALTY AND OUTSIDE ACTIVITIES





          During
the period of his employment hereunder, except for periods of absence occasioned
by illness, reasonable vacation periods, and reasonable leaves of absence,
Executive will devote all of his business time, attention, skill and efforts to
the faithful performance of his duties under this Agreement, including
activities and duties directed by the Board. Notwithstanding the preceding
sentence, subject to the approval of the Board, Executive may serve as a member
of the board of directors of business, community and charitable organizations,
provided that in each case such service shall not materially interfere with the
performance of his duties under this Agreement, adversely affect the reputation
of the Association, or present any conflict of interest. Executive will present
annually to the Board for its review and approval, a list of organizations in
which Executive is participating or proposes to participate. T he
Association will reimburse Executive his reasonable expenses associated
therewith , in accordance with the Bank’s policy for such reimbursements or
as determined by the Bank’s Board , to the extent the Association deems
Executive’s participation therein to be in the best interest of the Bank. 


	
 

	
 


	
4.

	
COMPENSATION AND REIMBURSEMENT





          (a)      Base
Salary.
In consideration of Executive’s performance of the responsibilities and duties
set forth in Section 1, the Association will provide Executive the compensation
specified in this Agreement. The Association will pay Executive a salary of $ 80,004.00
per year (“Base Salary”). Such Base Salary will be payable in accordance with
the customary payroll practices of the Association. During the period of this
Agreement, the Board, or a Committee designated by
the Board, will review Executive’s Base Salary at least annually, and the Board
may increase, but not decrease Executive’s Base Salary (except for a decrease
that is not in excess of any decrease that is generally applicable to all
employees of the Association). Any increase in Base Salary will become the
“Base Salary” for purposes of this Agreement.


2







           To
the extent that Executive performs any services for the Company or an affiliate
or subsidiary, any compensation paid to Executive such services shall be paid
to Executive by such entity and shall not be paid by the Bank unless the Bank
receives reimbursement for such payment from such entity, as required by
Section 23A and 23B of the Federal Reserve Act. 


          (b)      Bonus
and Incentive Compensation.
Executive will be entitled to participate in any incentive compensation and
bonus plans or arrangements of the Association. Such incentive compensation
will be paid in cash in accordance with the terms of such plans or
arrangements, or on a discretionary basis by the Board or a Committee
designated by the Board. Nothing paid to Executive under any such plans or
arrangements will be deemed to be in lieu of other compensation to which
Executive is entitled under this Agreement. 


          (c)      Benefit
Plans.
Executive will be entitled to participate in all employee benefit plans,
arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this Agreement. The Association will not,
without Executive’s prior written consent, make any changes in such plans,
arrangements or perquisites which would adversely affect Executive’s rights or
benefits thereunder (other than a change or reduction that would apply
uniformly to other participating officers and employees of the Bank). Without
limiting the generality of the foregoing provisions of this Section 4(c),
Executive also will be entitled to participate in or receive benefits under any
employee benefit plans including but not limited to, stock benefit plans,
retirement plans, supplemental retirement plans, pension plans, profit-sharing
plans, health-and-accident plans, medical coverage or any other employee
benefit plan or arrangement made available by the Association in the future to
its senior executives and key management employees, subject to and on a basis
consistent with the terms, conditions and overall administration of such plans
and arrangements. 


          (d)      Vacation
and Leave.
Executive will 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 Association’s usual practices), as well as sick leave, holidays and other
paid absences in accordance with the Association’s policies and procedures for
senior executives. Any unused paid time off during an annual period will be
treated in accordance with the Association’s personnel policies as in effect
from time to time.


          (e)      Expense
Reimbursements. During the term of this Agreement,
the Association will reimburse Executive for all reasonable travel,
entertainment and other reasonable expenses incurred by Executive during the
course of performing his obligations under this Agreement, including, without
limitation, fees for memberships in such organizations as Executive and the
Board mutually agree are necessary and appropriate in connection with the
performance of his duties under this Agreement, upon substantiation of such
expenses in accordance with applicable policies and procedures of the
Association. 


3







	
 

	
 


	
5.

	
WORKING FACILITIES





          Executive’s
principal place of employment will be at the Association’s principal executive
offices. The Association will provide Executive at his principal place of
employment, a private office, secretarial and other support services and
facilities suitable to his position with the Association and necessary or
appropriate in connection with the performance of his duties under this
Agreement. 


	
 

	
 


	
6.

	
TERMINATION AND TERMINATION PAY





          Subject
to Section 7 of this Agreement which governs a termination in the event of a
Change in Control, Executive’s employment under this Agreement may be
terminated in the following circumstances:


          (a)      Death.
Executive’s employment under this Agreement will terminate upon his death
during the term of this Agreement, in which event Executive’s estate or
beneficiary will receive the compensation due to Executive through the last day
of the calendar month in which his death occurred, and the Association will
continue to provide for Executive’s family non-taxable medical and
dental benefits for one (1) year after Executive’s death, substantially
comparable to the coverage maintained by the Association for Executive and his
family prior to his death.


          (b)      Retirement.
This Agreement will terminate upon Executive’s “Retirement” under the
retirement benefit plan or plans of the Association in which he participates.
Executive will not be entitled to the termination benefits specified in Section
6 or 7 hereof in the event of termination due to Retirement. For purposes of
this Agreement, termination of Executive’s employment based on retirement shall
include termination of Executive’s employment by the Board for any reason after
Executive attains the age of [sixty-five (65)]. 


          (c)      Disability.


	
 

	
 

	
 


	
 

	
(i)

	
The Board
 may terminate Executive’s employment after having determined Executive is
 “Disabled.” For purposes of this Agreement, Executive will be considered
 “Disabled” and the Board will have the right to terminate this Agreement due
 to Executive’s Disability, in any case in which it is determined: (A) by a
 duly licensed physician selected by the Association, that Executive 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 last for a period of not less than 12 months, (B), or by reason of
 the condition described in “(A),” the 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 Association, or (C) by the
 Social Security Administration, that Executive is disabled. 





4






	
 

	
 

	
 


	
 

	
(ii)

	
In the event
 the Board determines that Executive is Disabled, Executive will no longer be
 obligated to perform services under this Agreement. Upon Executive’s
 termination due to Disability, the Association will cause to be
 continued life insurance and non-taxable medical and dental coverage
 substantially comparable to the coverage maintained by the Association for
 Executive prior to his termination, provided, however, such medical and
 dental coverage shall cease upon the earlier of (i) three (3) years from the
 date of termination or (ii) the date Executive becomes eligible for Medicare
 coverage; provided further that if Executive is covered by family coverage or
 coverage for self and a spouse, then Executive’s family or spouse shall
 continue to be covered for the remainder of the three (3) year period, or in
 the case of the spouse, until the spouse becomes eligible for Medicare
 coverage or obtains health care coverage elsewhere, whichever period is less.





          (d)      Termination
for Cause.


	
 

	
 

	
 

	
 


	
 

	
(i)

	
The Board
 may by written notice to Executive in the form and manner specified in this
 paragraph, immediately terminate his employment at any time for “Cause.”
 Executive shall have no right to receive compensation or other benefits for
 any period after termination for Cause, except for already vested benefits.
 Termination for Cause shall mean termination because of, in the good faith
 determination of the Board, Executive’s:


	
 

	
 

	
 


	
 

	
(1)

	
personal
 dishonesty;


	
 

	
 

	
 


	
 

	
(2)

	
incompetence;


	
 

	
 

	
 


	
 

	
(3)

	
willful
 misconduct;


	
 

	
 

	
 


	
 

	
(4)

	
breach of
 fiduciary duty involving personal profit;


	
 

	
 

	
 


	
 

	
(5)

	
material
 breach of the Association’s Code of Ethics;


	
 

	
 

	
 


	
 

	
(6)

	
material
 violation of the Sarbanes-Oxley requirements for officers of public companies
 that in the reasonable opinion of the Board will likely cause substantial
 financial harm or substantial injury to the reputation of the Association;


	
 

	
 

	
 


	
 

	
(7)

	
intentional
 failure to perform stated duties;


	
 

	
 

	
 


	
 

	
(8)

	
willful
 violation of any law, rule or regulation (other than traffic violations or
 similar offenses), any felony conviction, any violation of law involving
 moral turpitude, or any violation of a final cease-and-desist order; or


	
 

	
 

	
 


	
 

	
(9)

	
material
 breach by Executive of any provision of this Agreement.


	
 

	
 

	
 


	
 

	
(ii)

	
Notwithstanding
 the foregoing, Executive’s termination for Cause will not become effective
 unless the Association has delivered to Executive a copy of a resolution duly
 adopted by the Board, at a meeting of the Board called and held for
 the purpose of finding that, in the good faith opinion of the Board,
 Executive was guilty of the conduct described above and specifying the
 particulars of such conduct.





5







          (e)      Voluntary
Termination by Executive.
In addition to his other rights to terminate his employment under this
Agreement, Executive may voluntarily terminate employment during the term of
this Agreement upon at least sixty (60) days prior written notice to the Board.
Upon Executive’s voluntary termination, he will receive only his compensation
and vested rights and benefits to the date of his termination. Following his
voluntary termination of employment under this Section 6(e), Executive will be
subject to the restrictions set forth in Sections 9(a) and 9(b) of this
Agreement.


          (f)      Termination
Without Cause or With Good Reason.


	
 

	
 

	
 

	
 


	
 

	
(i)

	
In addition
 to termination pursuant to Sections 6(a) through 6(e), the Board may, by
 written notice to Executive, immediately terminate his employment at any time
 for a reason other than Cause (a termination “Without Cause”), and Executive
 may, by written notice to the Board, terminate this Agreement at any time
 within sixty (60) days following an event constituting “Good Reason,” as
 defined below (a termination “With Good Reason”); provided, however, that the
 Association shall have thirty (30) days to cure the “Good Reason” condition,
 but the Association may waive its right to cure. Any termination of
 Executive’s employment, other than Termination for Cause shall have no effect
 on or prejudice the vested rights of Executive under the Association’s
 qualified or non-qualified retirement, pension, savings, thrift,
 profit-sharing or stock bonus plans, group life, health (including
 hospitalization, medical and major medical), dental, accident and long term
 disability insurance plans or other employee benefit plans or programs, or
 compensation plans or programs in which Executive was a participant. 


	
 

	
 

	
 


	
 

	
(ii)

	
In the event
 of termination under this Section 6(f), Executive will receive a cash lump
 sum payment equal to three (3) times the sum of (i) his Base Salary and (ii)
 highest rate of bonus paid during the three years prior to his termination of
 employment. Such severance payment shall be paid within thirty (30) days
 following Executive’s termination of employment. Notwithstanding the
 foregoing, Executive shall not be entitled to any payments or benefits under
 this Section 6 unless and until Executive executes a release of his 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.





6






	
 

	
 

	
 

	
 


	
 

	
(iii)

	
In addition,
 the Association will cause to be continued life insurance and non-taxable
 medical and dental coverage substantially comparable to the coverage
 maintained by the Association for Executive prior to his termination,
 provided, however, such medical and dental coverage shall cease upon the
 earlier of (i) three (3) years from the date of termination or (ii) the date
 Executive becomes eligible for Medicare coverage; provided further that if
 Executive is covered by family coverage or coverage for self and a spouse,
 then Executive’s family or spouse shall continue to be covered for the
 remainder of the three (3) year period, or in the case of the spouse, until
 the spouse becomes eligible for Medicare coverage or obtains healthcare
 coverage elsewhere, whichever period is less.


	
 

	
 

	
 


	
 

	
(iv)

	
“Good
 Reason” exists if, without Executive’s express written consent, any of the
 following occurs:


	
 

	
 

	
 


	
 

	
 

	
(1)

	
a failure to
 elect or reelect or to appoint or reappoint Executive as President and Chief
 Executive Officer; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
a material
 change in Executive’s position to become one of lesser responsibility,
 importance, or scope from the position and attributes thereof described in
 Section 1 above;


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
a
 liquidation or dissolution of the Association other than liquidations or
 dissolutions that are caused by reorganizations that do not affect the status
 of Executive;


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
a material
 reduction in Executive’s Base Salary and benefits (other than a reduction
 authorized under Section 4(a), hereof); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
a relocation
 of Executive’s principal place of employment by more than 30 miles from its
 location as of the date of this Agreement; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(6)

	
a material
 breach of this Agreement by the Association.


	
 

	
 

	
 

	
 


	
 

	
(v)

	
Notwithstanding
 the foregoing, a reduction or elimination of Executive’s benefits under one
 or more benefit plans maintained by the Association as part of a good faith,
 overall reduction or elimination of such plans or benefits applicable to all
 participants in a manner that does not discriminate against Executive (except
 as such discrimination may be necessary to comply with law), will not
 constitute an event of Good Reason or a material breach of this Agreement.


	
 

	
 

	
 


	
 

	
(vi)

	
Notwithstanding
 anything else in this Section 6(f), Executive’s employment shall not be
 deemed to have been terminated pursuant to this Section 6(f) or for
 purposes of Code Section 409A, 





7






	
 

	
 

	
 


	
 

	
 (vii) 

	
unless and
 until the Executive has a Separation from Service within the meaning of
 Section 409A of the Internal Revenue Code of 1986, as amended (the
 “Code”). For purposes of this Agreement, a “Separation from Service” shall
 have occurred if the Association and Executive reasonably anticipate that
 either no further services will be performed by the Executive after the date
 of the 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 thirty-six (36) months immediately
 preceding the 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 to the extent necessary to avoid penalties
 under 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.





          (g)      Termination
and Board Membership.
To the extent Executive is a member of the Board on the date of termination of
employment with the Association (other than a termination due to Retirement or
in connection with a Change in Control), Executive will resign from the Board
immediately following such termination of employment with the Association.
Executive will be obligated to tender this resignation regardless of the method
or manner of termination (other than termination due to Retirement or in
connection with a Change in Control), and such resignation will not be
conditioned upon any event or payment.


	
 

	
 


	
7.

	
TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL





          (a)      Change
in Control Defined.
For purposes of this Agreement, a “Change in Control” means any of the
following events:


	
 

	
 

	
 


	
 

	
(i)

	
Merger:
 The Company or the Association merges into or consolidates with another
 entity, or merges another bank or corporation into the Association or the
 Company, and as a result, less than a majority of the combined voting power
 of the resulting corporation immediately after the merger or consolidation is
 held by persons who were stockholders of the Company or the Association
 immediately before the merger or consolidation;


	
 

	
 

	
 


	
 

	
(ii)

	
Acquisition
 of Significant Share Ownership: There is filed, or
 is required to be filed, a report on Schedule 13D or another form or schedule
 (other than Schedule 13G) required under Sections 13(d) or 14(d) of the
 Securities Exchange Act of 1934, as amended, if the schedule discloses that
 the filing person or persons acting in concert has or have become the
 beneficial owner of 25% or more of a class of the Company’s or the
 Association’s voting securities; provided, however, this clause (ii) shall
 not apply to beneficial ownership of the Company’s or the Association’s
 voting shares held in a fiduciary capacity by an entity of which the Company
 directly or indirectly beneficially owns 50% or more of its outstanding
 voting securities;





8






	
 

	
 

	
 


	
 

	
(iii)

	
Change in
 Board Composition: During any period of two
 consecutive years, individuals who constitute the Company’s or the
 Association’s Board of Directors at the beginning of the two-year period
 cease for any reason to constitute at least a majority of the Company’s or
 the Association’s Board of Directors; provided, however, that for purposes of
 this clause (iii), each director who is first elected by the board (or first
 nominated by the board for election by the stockholders or corporators) by a
 vote of at least two-thirds (2/3) of the directors who were directors at the beginning
 of the two-year period shall be deemed to have also been a director at the
 beginning of such period; or


	
 

	
 

	
 


	
 

	
(iv)

	
Sale of
 Assets: The Company or the Association sells to a
 third party all or substantially all of its assets.





          (b)      Termination.
If within the period ending one year after a Change in Control, (i) the
Association terminates Executive’s employment Without Cause, or (ii) Executive
voluntarily terminates his employment With Good Reason, the Association will,
within ten (10) calendar days of the termination of Executive’s employment,
make a lump-sum cash payment to him equal to three (3) times the sum of (i)
Executive’s Base Salary and (ii) highest rate of bonus paid during the three
years prior to his termination of employment. Such severance payment shall be
paid within thirty (30) days following Executive’s termination of employment..
In addition, the Association will cause to be continued life insurance and
medical and dental coverage substantially comparable to the coverage maintained
by the Association for Executive prior to his termination, provided, however,
such medical and dental coverage shall cease upon the earlier of (i) three (3)
years from the date of termination or (ii) the date Executive becomes eligible for
Medicare coverage; provided further that if Executive is covered by family
coverage or coverage for self and a spouse, then Executive’s family or spouse
shall continue to be covered for the remainder of the three (3) year period, or
in the case of the spouse, until the spouse becomes eligible for Medicare
coverage or obtains healthcare coverage elsewhere, whichever period is less.


          (c)      Separation
from Service.
Notwithstanding Sections 7(a) or 7(b) above, Executive shall not be deemed to have
been terminated following a Change in Control unless and until the Executive
has a Separation from Service within the meaning of Code Section 409A. For
purposes of this Agreement, a “Separation from Service” shall have occurred if
the Association and Executive reasonably anticipate that either no further
services will be performed by the Executive after the date of the 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 thirty-six (36) months immediately preceding the
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 to the extent necessary to avoid penalties under 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. 


9






          (d)      Survival.
The provisions of this Section 7 and Sections 10 through 20, including the
defined terms used in such sections, shall continue in effect until the later
of the expiration of this Agreement or one year following a Change in Control.


          (e)      Corporate
Reorganizations.
Notwithstanding anything in this Section 7 to the contrary, a “Change in
Control” for purposes of this Agreement shall not include any corporate
restructuring transaction by the Association or the Company, including, but not
limited to a mutual-to-stock conversion.


	
 

	
 


	
8.

	
NOTICE





          (a)      Notice
of Termination.
A “notice of termination” shall mean a written notice which 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. 


          (b)      Date
of Termination.
“Date of termination” shall mean (i) if Executive’s employment is terminated
for Disability, thirty (30) days after a notice of termination is given
(provided that he shall not have returned to the performance of his duties on a
full-time basis during such thirty (30) day period), or (ii) if Executive’s
employment is terminated for any other reason, the date specified in the notice
of termination.


          (c)      Good
Faith Resolution.
If the party receiving a notice of termination desires to dispute or contest
the basis or reasons for termination, the party receiving the notice of
termination must notify the other party within thirty (30) days after receiving
the notice of termination that such a dispute exists, and shall pursue the
resolution of such dispute in good faith and with reasonable diligence pursuant
to Section 17 of this Agreement. During the pendency of any such dispute, the
Association shall not be obligated to pay Executive compensation or other
payments beyond the date of termination. Any amounts paid to Executive upon
resolution of such dispute under this Section shall be offset against or reduce
any other amounts due under this Agreement.


	
 

	
 


	
9.

	
POST-TERMINATION OBLIGATIONS/NON-COMPETE.





          (a)      Non-Solicitation/Non-Compete.
Executive hereby covenants and agrees that, for a period of two (2) years
following his termination of employment with the Association (other than a
termination of employment following a Change in Control), he shall not, without
the written consent of the Association, 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
 causing any officer or employee of the Association, or of any holding company
 of the Association, or any of their respective subsidiaries or affiliates, to
 terminate his or her 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 Association, or of
 any holding company of the Association, or any of their direct or indirect
 subsidiaries or affiliates, that has
 headquarters or offices within twenty-five (25) miles of any location(s) in
 which the Association, or any holding company of the Association, has
 business operations or has filed an application for regulatory approval to
 establish an office;





10






	
 

	
 

	
 


	
 

	
(ii)

	
become an officer,
 employee, consultant, director, independent contractor, agent, joint
 venturer, partner or trustee of
 any savings bank, 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 entity that
 competes with the business of the Association, or any holding company of the
 Association, or any of their direct or indirect subsidiaries or affiliates
 that: (i) has a headquarters within twenty-five (25) miles of any location(s)
 in which the Association, or any holding company of the Association, has
 business operations or has filed an application for regulatory approval to
 establish an office (the “Restricted Territory”) or (ii) has one or more
 offices, but is not headquartered, within the Restricted Territory, but in
 the latter case, only if Executive would be employed, conduct business or
 have other responsibilities or duties within the Restricted Territory; or


	
 

	
 

	
 


	
 

	
(iii)

	
solicit,
 provide any information, advice or recommendation or take any other action
 intended (or that a reasonable person acting in like circumstances would
 expect) to have the effect of causing any customer of the Association to
 terminate an existing business or commercial relationship with the
 Association.





          (b)      Confidentiality.
Executive recognizes and acknowledges that the knowledge of the business
activities, plans for business activities, and all other proprietary information
of the Association, or any holding company of the Association, as it may exist
from time to time, are valuable, special and unique assets of the business of
the Association, or any holding company of the Association. Executive will not,
during or after the term of his employment, disclose any knowledge of the past,
present, planned or considered business activities or any other similar
proprietary information of the Association, or any holding company of the
Association, to any person, firm, corporation, or other entity for any reason
or purpose whatsoever unless expressly authorized by the Board or required by
law. Notwithstanding the foregoing, Executive may disclose any knowledge of
banking, financial and/or economic principles, concepts or ideas which are not
solely and exclusively derived from the business plans and activities of the
Association, or any holding company of the Association. Further, Executive may
disclose information regarding the business activities of the Association, or
any holding company of the Association, to any bank regulator having regulatory
jurisdiction over the activities of the Association, or any holding company of
the Association, pursuant to a formal regulatory request. In the event of a
breach or threatened breach by Executive of the provisions of this Section, the
Association, or any holding company of the Association, will be entitled to an
injunction restraining Executive from disclosing, in whole or in part, the
knowledge of the past, present, planned or considered business activities of
the Association, or any holding company of the Association, or any other
similar proprietary information, or from rendering any services to any person,
firm, corporation, or other entity to whom such knowledge, in whole or in part,
has been disclosed or
is threatened to be disclosed. Nothing herein will be construed as prohibiting
the Association, or any holding company of the Association, from pursuing any
other remedies available to the Association, or any holding company of the Association,
for such breach or threatened breach, including the recovery of damages from
Executive.


11







          (c)      Information/Cooperation.
Executive shall, upon reasonable notice, furnish such information and
assistance to the Association as may be reasonably required by the Association,
in connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party; provided, however, that Executive shall
not be required to provide information or assistance with respect to any
litigation between the Executive and the Association or any of its subsidiaries
or affiliates.


          (d)      Reliance.
All payments and benefits to Executive under this Agreement shall be subject to
Executive’s compliance with this Section 9, to the extent applicable. The
parties hereto, recognizing that irreparable injury will result to the
Association, its business and property in the event of Executive’s breach of
this Section 9, agree that, in the event of any such breach by Executive, the
Association 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 of business than the
Association, 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 Association, or any holding company of the Association, from
pursuing any other remedies available to them for such breach or threatened
breach, including the recovery of damages from Executive.


	
 

	
 


	
10.

	
SOURCE OF PAYMENTS





          All
payments provided in this Agreement shall be timely paid in cash or check from
the general funds of the Association, provided, however, that the Company
hereby guarantees payment and provision of all amounts and benefits due
hereunder to Executive.


	
 

	
 


	
11.

	
REQUIRED REGULATORY PROVISIONS





          (a)      If
Executive is suspended from office and/or temporarily prohibited from
participating in the conduct of the Association’s affairs by a notice served
under Section 8(e)(3) (12 USC §1818(e)(3)) or 8(g)(1) (12 USC §1818(g)(1)) of
the Federal Deposit Insurance Act (“FDIA”), the Association’s obligations under
this Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the
Association may in its discretion (i) pay Executive all or part of the
compensation withheld while its contract obligations were suspended and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.


          (b)      If
Executive is removed and/or permanently prohibited from participating in the
conduct of the Association’s affairs by an order issued under Section 8(e)(4)
(12 U.S.C. §1818(e)(4)) or 8(g)(1) (12 U.S.C. §1818(g)(1)) of FDIA, all obligations
of the Association under this
Agreement shall terminate as of the effective date of the order, but vested
rights of the contracting parties shall not be affected.


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          (c)      If
the Association is in default as defined in Section 3(x)(1) (12 U.S.C.
§1813(x)(1)) of FDIA, all obligations under this Agreement shall terminate as
of the date of default, but this paragraph shall not affect any vested rights
of the contracting parties.


          (d)      All
obligations under this Agreement shall be terminated, except to the extent
determined that continuation of this Agreement is necessary for the continued
operation of the Association, (i) by the Director of OTS or his or her
designee, at the time the FDIC enters into an agreement to provide assistance
to or on behalf of the Association under the authority contained in Section
13(c) (12 U.S.C. §1823(c)) of FDIA; or (ii) by the Director of OTS or his or
her designee at the time the Director of OTS or his or her designee approves a supervisory
merger to resolve problems related to operations of the Association or when the
Association is determined by the Director of OTS or his or her designee to be
in an unsafe or unsound condition. Any rights of the parties that have already
vested, however, shall not be affected by such action.


          (e)      Notwithstanding
anything herein to the contrary, any payments to Executive by the Company,
whether pursuant to this Agreement or otherwise, are subject to and conditioned
upon their compliance with Section 18(k) of FDIA, 12 U.S.C. Section 1828(k),
and the regulations promulgated thereunder in 12 C.F.R. Part 359.


	
 

	
 


	
12.

	
NO ATTACHMENT; SUCCESSORS AND ASSIGNS





          (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, the
Association and the Association’s successors and assigns.


	
 

	
 


	
13.

	
ENTIRE AGREEMENT; MODIFICATION AND WAIVER





          (a)      This
Agreement contains the entire agreement of the parties relating to the subject
matter hereof, and supercedes in its entirety any and all prior agreements,
understandings or representations relating to the subject matter hereof, except
that the parties acknowledge that this Agreement shall not affect any of the
rights and obligations of the parties under any agreement or plan entered into
with or by the Association pursuant to which the Executive may receive
compensation or benefits except as set forth in Section 6(d) hereof. 


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


          (c)      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.


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14.

	
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.


	
 

	
 


	
15.

	
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.


	
 

	
 


	
16.

	
GOVERNING LAW





          This
Agreement shall be governed by the laws of the State of Missouri but only to
the extent not superseded by federal law.


	
 

	
 


	
17.

	
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
single arbitrator, mutually acceptable to the Association and Executive,
sitting in a location selected by the Association within fifty (50) miles from
the main office of the Association, in accordance with the rules of the
American Arbitration Association’s National Rules for the Resolution of
Employment Disputes (“National Rules”) then in effect. Judgment may be entered
on the arbitrator’s award in any court having jurisdiction. 


	
 

	
 


	
 18. 

	
INDEMNIFICATION





          (a)      Indemnification.
The Association agrees to indemnify Executive (and his heirs, executors, and
administrators), and to advance expenses related to this indemnification, to
the fullest extent permitted under Section 11(e) of this Agreement and
applicable law and regulations, including 12 C.F.R. Section 545.121, against
any and all expenses and liabilities that Executive reasonably incurs in
connection with or arising out of any action, suit, or proceeding in which he
may be involved by reason of his service as a director or officer of the
Association or any of its subsidiaries (whether or not he continues to be a
director or officer at the time of incurring any such expenses or liabilities).
Covered expenses and liabilities include, but are not limited to, judgments,
court costs, and attorneys’ fees and the costs of reasonable settlements,
subject to Board approval, if the action is brought against Executive in his
capacity as an officer or director of the Association or any of its
subsidiaries. Indemnification for expenses will not extend to matters related
to Executive’s termination for Cause. Notwithstanding anything in this Section
19 to the contrary, the Association will not be required to provide
indemnification prohibited by
applicable law or regulation. The obligations of this Section 19 will survive
the term of this Agreement by a period of six (6) years.


14







          (b)      Insurance.
During the period for which the Association must indemnify Executive, the
Association will provide Executive with coverage under a directors’ and
officers’ liability policy at the Association’s expense, that is at least
equivalent to the coverage provided to directors and senior executives of the
Association.


	
 

	
 


	
 19. 

	
SUCCESSORS AND ASSIGNS





          The
Association shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Association, expressly and
unconditionally to assume and agree to perform the Association’s obligations
under this Agreement, in the same manner and to the same extent that the
Association would be required to perform if no such succession or assignment
had taken place.


[Remainder of Page Intentionally Blank]


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SIGNATURES


          IN
WITNESS WHEREOF, the Association and the Company have caused this Agreement to
be executed by their duly authorized officers, and Executive has signed this
Agreement, on this ___ day of __________, 2008.


	
 

	
 

	
 

	
 

	
 


	
ATTEST:

	
 

	
MIDWEST FEDERAL SAVINGS AND LOAN
 ASSOCIATION OF ST. JOSEPH


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
By: 

	
 


	
 

	
 

	
 

	
Name 

	
 


	
 

	
 

	
 

	
Title

	
 


	
 

	
 

	
 

	
 

	
 


	
ATTEST:

	
 

	
ST. JOSEPH BANCORP, INC.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
Name 

	
 


	
 

	
 

	
 

	
Title 

	
 


	
 

	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
EXECUTIVE


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	 


	
 

	
 

	
 

	
Ralph
 Schank, 


	
 

	
 

	
 

	
President
 and Chief Executive Officer





16