Amended and Restated Employment Agreement, Philip B. Devermann



 Exhibit 10.5 
 AMENDED AND RESTATED 
 EMPLOYMENT AGREEMENT 
 THIS AGREEMENT (the “Agreement”), originally made this 1st day of August, 2005, by and between OTTAWA SAVINGS BANCORP, INC., a
federally chartered holding company (the “Company”), OTTAWA SAVINGS BANK, a federally chartered stock savings bank (the “Bank”), and PHILIP B. DEVERMANN (the “Executive”), is amended and restated in its
entirety effective December 12, 2008. 
 WHEREAS, Executive continues to serve in a position of substantial responsibility;

 WHEREAS, the Company and the Bank wish to assure the continued services of Executive for the period provided in this Agreement; and

 WHEREAS, Executive is willing to continue to serve in the employ of the Company and the Bank on a full-time basis for said period;
and 
 WHEREAS, the parties desire to amend and restate the Agreement in order to bring it into compliance with Section 409A of
the Internal Revenue Code. 
 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.      EMPLOYMENT.
    Executive is employed as the Vice President and Chief Lending Officer of the Company and the Bank. Executive shall perform all duties and shall have all powers which are commonly incident to the offices of Vice President and
Chief Lending Officer or which, consistent with those offices, are delegated to him by the Board of Directors. During the term of this Agreement, Executive also agrees to serve, if elected, as an officer and/or director of any subsidiary of the
Company and the Bank and in such capacity will carry out such duties and responsibilities reasonably appropriate to that office. 
 2.
     LOCATION AND FACILITIES.     Executive will be furnished with the working facilities and staff customary for executive officers with the title and duties set forth in Section 1 of this
Agreement and as are necessary for him to perform his duties. The location of such facilities and staff shall be at the principal administrative offices of the Company and the Bank, or at such other site or sites customary for such offices.

 3.      TERM. 
  

	 	a.	The term of this Agreement shall be (i) the initial term, consisting of the period commencing on the original date of this Agreement (the “Effective Date”) and ending
on the third anniversary of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 3 (upon execution of this amended and restated agreement, the term of the Agreement will extend through
August 1, 2011). 

  

	 	b.	 Commencing on the first year anniversary date of this Agreement, and continuing on each anniversary thereafter, the disinterested members of the boards of directors
of the Company and the Bank may extend the Agreement an additional year such that the remaining term of the Agreement shall be thirty-six (36) months, unless Executive elects 











	 	 
not to extend the term of this Agreement by giving written notice in accordance with Section 19 of this Agreement. The Board of Directors of the Company
(the “Board”) will review the Agreement and Executive’s performance annually for purposes of determining whether to extend the Agreement and the rationale and results thereof shall be included in the minutes of the Board’s
meeting. The Board of Directors of the Company shall give notice to Executive as soon as possible after such review as to whether the Agreement is to be extended. 


 4.      BASE COMPENSATION. 
  

	 	a.	The Company and the Bank agree to pay Executive during the term of this Agreement a base salary at the rate of $115,000 per year, payable in accordance with customary payroll
practices. 

  

	 	b.	The Board shall review annually the rate of Executive’s base salary based upon factors it deems relevant, and may maintain or increase his salary, provided that no such action
shall reduce the rate of salary below the rate in effect on the Effective Date. 

  

	 	c.	In the absence of action by the Board, Executive shall continue to receive salary at the annual rate specified on the Effective Date or, if another rate has been established under
the provisions of this Section 4, the rate last properly established by action of the Board under the provisions of this Section 4. 

 5.      BONUSES.     Executive shall be entitled to participate in discretionary bonuses or other incentive compensation programs that the Company and the Bank may
award from time to time to senior management employees pursuant to bonus plans or otherwise. 
 6.      BENEFIT
PLANS.     Executive shall be entitled to participate in such life Insurance, medical, dental, pension, profit sharing, retirement and stock-based compensation plans and other programs and arrangements as may be approved from
time to time by the Company and the Bank for the benefit of their employees. 
 7.      VACATION AND LEAVE.

  

	 	a.	Executive shall be entitled to vacations and other leave in accordance with policy for senior executives, or otherwise as approved by the Board. 

  

	 	b.	In addition to paid vacations and other leave, Executive shall be entitled, without loss of pay, to absent himself voluntarily from the performance of his employment for such
additional periods of time and for such valid and legitimate reasons as the Board may, in its discretion, determine. Further, the Board may grant to Executive a leave or leaves of absence, with or without pay, at such time or times, and upon such
terms and conditions as the Board in its discretion may determine. 

 8.      EXPENSE PAYMENTS AND
REIMBURSEMENTS.     Executive shall be reimbursed for all reasonable out-of-pocket business expenses that he shall incur in connection with his services under this Agreement upon substantiation of such expenses in accordance
with applicable policies of the Company and the Bank. 







 9.      Intentionally left blank. 
 10.    LOYALTY AND CONFIDENTIALITY. 
  

	 	a.	During the term of this Agreement Executive: (i) shall devote all his time, attention, skill, and efforts to the faithful performance of his duties hereunder; provided,
however, that from time to time, Executive may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations which will not present any conflict of interest with the Company and the Bank or any of their
subsidiaries or affiliates, unfavorably affect the performance of Executive’s duties pursuant to this Agreement, or violate any applicable statute or regulation and (ii) shall not engage in any business or activity contrary to the business
affairs or interests of the Company and the Bank. 

  

	 	b.	Nothing contained in this Agreement shall prevent or limit Executive’s right to invest in the capital stock or other securities of any business dissimilar from that of the
Company and the Bank, or, solely as a passive, minority investor, in any business. 

  

	 	c.	Executive agrees to maintain the confidentiality of any and all information concerning the operation or financial status of the Company and the Bank; the names or addresses of any
of its borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Company and the Bank to which he may be exposed during the course of his employment. Executive
further agrees that, unless required by law or specifically permitted by the Board in writing, he will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information which is not generally
known to the public, nor shall he employ such information in any way other than for the benefit of the Company and the Bank. 

 11.    TERMINATION AND TERMINATION PAY.     Subject to Section 12 of this Agreement, Executive’s employment under this Agreement may be terminated in the following circumstances:

  

	 	a.	Death.     Executive’s employment under this Agreement shall terminate upon his death during the term of this Agreement, in which event
Executive’s estate shall be entitled to receive the compensation due to Executive through the last day of the calendar month in which his death occurred. 

  

	 	b.	Retirement.     This Agreement shall be terminated upon Executive’s retirement under the retirement benefit plan or plans in which he participates
pursuant to Section 6 of this Agreement or otherwise. 

  

	 	c.	Disability. 

  

	 	i.	 The Board or Executive may terminate Executive’s employment after having determined Executive has a Disability. For purposes of this Agreement,
“Disability” means a physical or mental infirmity that impairs Executive’s ability to substantially perform his duties under this Agreement and that results in Executive becoming eligible for long-term disability benefits under any
long-term disability plans of the Company and the Bank (or, if there are no such plans in effect, that impairs Executive’s ability to substantially perform his duties under this Agreement for a period of one hundred eighty
(180) consecutive days). The 











	 	 
Board shall determine whether or not Executive is and continues to be permanently disabled for purposes of this Agreement in good faith, based upon competent
medical advice and other factors that it reasonably believes to be relevant. As a condition to any benefits, the Board may require Executive to submit to such physical or mental evaluations and tests as it deems reasonably appropriate.



  

	 	ii.	In the event of such Disability, Executive’s obligation to perform services under this Agreement will terminate. The Company will pay Executive, as Disability pay, an amount
equal to one hundred percent (100%) of Executive’s bi-weekly rate of base salary in effect as of the date of his termination of employment due to Disability. Disability payments will be made on a monthly basis and will commence on the
first day of the month following the effective date of Executive’s termination of employment for Disability and end on the earlier of: (A) the date he returns to full-time employment at the Company and the Bank in the same capacity as he
was employed prior to his termination for Disability; (B) his death; or (C) upon his attainment of age 65. Such payments shall be reduced by the amount of any short- or long-term disability benefits payable to Executive under any other
disability programs sponsored by the Company and the Bank. In addition, during any period of Executive’s Disability, Executive and his dependents shall, to the greatest extent possible, continue to be covered under all benefit plans (including,
without limitation, retirement plans and medical, dental and life insurance plans) of the Company and the Bank, in which Executive participated prior to his Disability on the same terms as if Executive were actively employed by the Company and the
Bank. 

  

	 	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 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)	Intentional failure to perform stated duties under this Agreement; 

  

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









	 	(7)	Material breach by Executive of any provision of this Agreement. 

  

	 	ii.	Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause by the Company and the Bank unless there shall have been delivered to Executive a copy
of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of such Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive to be heard
before the Board with counsel), of finding that, in the good faith opinion of the Board, Executive was guilty of the conduct described above and specifying the particulars thereof. 

  

	 	e.	Voluntary Termination by Executive. In addition to his other rights to terminate 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, in which case Executive shall receive only his compensation, vested rights and employee benefits up to the date of his termination. 

  

	 	f.	Without Cause or With Good Reason. 

  

	 	i.	In addition to termination pursuant to Sections 11 a. through 11 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 his employment under this Agreement for “Good Reason,” as defined below (a termination “With Good Reason”).


  

	 	ii.	Subject to Section 12 of this Agreement, in the event of termination under this Section 11 (f), Executive shall be entitled to receive his base salary for the remaining
term of the Agreement paid in one lump sum within ten (10) calendar days of such termination. Also, in such event, Executive shall, for the remaining term of the Agreement, receive the benefits he would have received during the remaining term
of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by Executive or
accrued on his behalf under such programs during the twelve (12) months preceding his termination) and continue to participate in any benefit plans of the Company and the Bank that provide health (including medical and dental), life or
disability insurance, or similar coverage, upon terms no less favorable than the most favorable terms provided to senior executives of the Company and the Bank during such period. In the event that the Company and the Bank are unable to provide such
coverage by reason of Executive no longer being an employee, the Company and the Bank shall provide Executive with comparable coverage on an individual policy basis. 

  

	 	iii.	For the purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Employee’s consent: 


 

	 	(1)	The assignment to Executive of duties that constitute a material diminution of his authority, duties, or responsibilities (including reporting requirements);










	 	(2)	A material diminution in Executive’s Base Salary; 

  

	 	(3)	Relocation of Executive to a location outside a radius of 25 miles of the Company and the Bank’s Ottawa, Illinois office; or 

  

	 	(4)	Any other action or inaction by the Company and the Bank that constitutes a material breach of this Agreement; 

 provided, that within ninety (90) days after the initial existence of such event, the Company and the Bank shall be given notice and an opportunity,
not less than thirty (30) days, to effectuate a cure for such asserted “Good Reason” by Executive. Executive’s resignation hereunder for Good Reason shall not occur later than one hundred fifty (150) days following the
initial date on which the event Executive claims constitutes Good Reason occurred. 
  

	 	g.	Continuing Covenant Not to Compete or Interfere with Relationships. Regardless of anything herein to the contrary, following a termination by the Company and the Bank or
Executive pursuant to Section 11f.: 

  

	 	i.	Executive’s obligations under Section 10c. of this Agreement will continue in effect; and 

  

	 	ii.	During the period ending on the first anniversary of such termination, Executive shall not serve as an officer, director or employee of any bank holding company, bank, savings Bank,
savings and loan holding company, or mortgage company (any of which, a “Financial Institution”) which Financial Institution offers products or services competing with those offered by the Company and the Bank from any office within fifty
(50) miles from the main office or any branch of the Company and the Bank and shall not interfere with the relationship of the Company and the Bank and any of its employees, agents, or representatives. 

 12.    TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. 
  

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

  

	 	i.	Merger: The Company merges into or consolidates with another corporation, or merges another corporation into 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 immediately before the merger or consolidation. 

  

	 	ii.	Acquisition of Significant Share Ownership: The Company files, or is required to file, a report on Schedule 13D or another form or schedule (other than Schedule l3G) required
under Sections l3(d) or 14(d) of the Securities Exchange Act of 1934, 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 voting
securities, but this clause (b) shall not apply to beneficial ownership of Company 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. 









	 	iii.	Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’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 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) 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 sells to a third party all or substantially all of its assets. 

 Notwithstanding anything in this Agreement to the contrary, in no event shall the conversion of the Bank from mutual to stock form (including without
limitation, through the formation of a stock holding company) or the reorganization of the Bank into the mutual holding company form of organization constitute a “Change in Control” for purposes of this Agreement. 
  

	 	b.	Termination. If within the period ending one (1) year after a Change in Control, (i) the Company and the Bank shall terminate Executive’s employment Without
Cause, or (ii) Executive voluntarily terminates his employment With Good Reason, the Company and the Bank shall, within ten calendar days of the termination of Executive’s employment, make a lump-sum cash payment to him equal to three
(3) times Executive’s average Annual Compensation over the five (5) most recently completed calendar years ending with the year immediately preceding the effective date of the Change in Control. In determining Executive’s average
Annual Compensation, Annual Compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses
(whether paid or accrued for the applicable period), as well as, retirement benefits, director or committee fees and fringe benefits paid or to be paid to Executive or paid for Executive’s benefit during any such year, profit sharing, employee
stock ownership plan and other retirement contributions or benefits, including to any tax-qualified plan or arrangement (whether or not taxable) made or accrued on behalf of Executive of such year. The cash payment made under this Section 12b.
shall be made in lieu of any payment also required under Section 11 f. of this Agreement because of a termination in such period. Executive’s rights under Section 11 f. are not otherwise affected by this Section 12. Also, in such
event, Executive shall, for an eighteen (18) month period following his termination of employment, receive the benefits he would have received over such period under any retirement programs (whether tax-qualified or nonqualified) in which
Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by Executive or accrued on his behalf under such programs during the twelve (12) months preceding the Change in
Control) and continue to participate in any benefit plans of the Company and the Bank that provide health (including medical and dental), life or disability insurance, or similar coverage upon terms no less favorable than the most favorable terms
provided to senior executives during such period. In the event that the Company and the Bank are unable to provide such coverage by reason of Executive no longer being an employee, the Company and the Bank shall provide Executive with comparable
coverage on an individual policy. 









	 	c.	The provisions of Section 12 and Sections 14 through 25, including the defined terms used in such sections, shall continue in effect until the later of the expiration of this
Agreement or two years following a Change in Control. 

 13.    INDEMNIFICATION AND LIABILITY INSURANCE.

  

	 	a.	Indemnification. The Company and the Bank agree to indemnify Executive (and his heirs, executors, and administrators), and to advance expenses related thereto, to the fullest
extent permitted under applicable law and regulations against any and all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit, or proceeding in which he may be involved by reason of his having
been a director or Executive of the Company, the Bank or any of their subsidiaries (whether or not he continues to be a director or Executive at the time of incurring any such expenses or liabilities) such expenses and liabilities to include, but
not be limited to, judgments, court costs, and attorney’s fees and the costs of reasonable settlements, such settlements to be approved by the Board, if such action is brought against Executive in his capacity as an Executive or director of the
Company and the Bank or any of their subsidiaries. Indemnification for expenses shall not extend to matters for which Executive has been terminated for Cause. Nothing contained herein shall be deemed to provide indemnification prohibited by
applicable law or regulation. Notwithstanding anything herein to the contrary, the obligations of this Section 13 shall survive the term of this Agreement by a period of six (6) years. 

  

	 	b.	Insurance. During the period in which indemnification of Executive is required under this Section, the Company and the Bank shall provide Executive (and his heirs, executors,
and administrators) with coverage under a directors’ and officers’ liability policy at the expense of the Company and the Bank, at least equivalent to such coverage provided to directors and senior executives of the Company and the Bank.


 14.    REIMBURSEMENT OF EXECUTIVE’S EXPENSES TO ENFORCE THIS AGREEMENT.
    The Company and the Bank shall reimburse Executive for all out-of-pocket expenses, including, without limitation, reasonable attorney’s fees, incurred by Executive in connection with successful enforcement by Executive
of the obligations of the Company and the Bank to Executive under this Agreement. Successful enforcement shall mean the grant of an award of money or the requirement that the Company and the Bank take some action specified by this Agreement:
(i) as a result of court order; or (ii) otherwise by the Company and the Bank following an initial failure of the Company and the Bank to pay such money or take such action promptly after written demand therefor from Executive stating the
reason that such money or action was due under this Agreement at or prior to the time of such demand. 
 15.    LIMITATION
OF BENEFITS UNDER CERTAIN CIRCUMSTANCES.     If the payments and benefits pursuant to Section 12 of this Agreement, either alone or together with other payments and benefits which Executive has the right to receive from
the Company and the Bank, would constitute an excess “parachute payment” under Section 280G of the Internal Revenue Code (the “Code”), the payments and benefits pursuant to Section 12 shall be reduced or revised, in the
manner determined by Executive, by the amount, if any, which is the minimum necessary to result in no portion of the payments and benefits under Section 12 being non-deductible to the Company and the Bank pursuant to Section 280G of the
Code and subject to the excise tax imposed under Section 4999 of the Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 12 shall be based upon the opinion of the Company and the Bank’s
independent public accountants and paid for by the Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree 








 
with the opinion of such counsel, (i) the Company and the Bank shall pay to Executive the maximum amount of payments and benefits pursuant to
Section 12, as selected by Executive, which such opinion indicates there is a high probability do not result in any of such payments and benefits being non-deductible to the Company and the Bank and subject to the imposition of the excise tax
imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and Executive shall have the right to demand that they request, a ruling from the Internal Revenue Service (“IRS”) as to whether the disputed
payments and benefits pursuant to Section 12 have such consequences. Any such request for a ruling from the IRS shall be promptly prepared and filed by the Company and the Bank, but in no event later than thirty (30) days from the date of
the opinion of counsel referred to above, and shall be subject to Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the Bank and Executive agree to be bound by any ruling received from the IRS and to
make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or
benefits to which Executive may be entitled upon termination of employment other than pursuant to Section 12 hereof, or a reduction in the payments and benefits specified in Section 12 below zero. 
 16.    INJUNCTIVE RELIEF.     If there is a breach or threatened breach of Section 11g. of this Agreement
or the prohibitions upon disclosure contained in Section 10c. of this Agreement, the parties agree that there is no adequate remedy at law for such breach, and that the Company and the Bank shall be entitled to injunctive relief restraining
Executive from such breach or threatened breach, but such relief shall not be the exclusive remedy hereunder for such breach. The parties hereto likewise agree that Executive, without limitation, shall be entitled to injunctive relief to enforce the
obligations of the Company and the Bank under this Agreement. 
 17.    SUCCESSORS AND ASSIGNS. 
  

	 	a.	This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Company and the Bank which shall acquire, directly or indirectly, by merger,
consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Company and the Bank. 

  

	 	b.	Since the Company and the Bank are contracting for the unique and personal skills of Executive, Executive shall be precluded from assigning or delegating his rights or duties
hereunder without first obtaining the written consent of the Company and the Bank. 

 18.    NO
MITIGATION.     Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to Executive in any subsequent employment. 
 19.    NOTICES.
    All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or 48 hours after mailing at any general or
branch United States Post Office, by registered or certified mail, postage prepaid, addressed to the Company and/or the Bank at their principal business offices and to Executive at his home address as maintained in the records of the Company and the
Bank. 
 20.    NO PLAN CREATED BY THIS AGREEMENT.     Executive, the Company and the Bank
expressly declare and agree that this Agreement was negotiated among them and that no provision or provisions of this Agreement are intended to, or shall be deemed to, create any plan for purposes of the Employee Retirement Income Security Act or
any other law or regulation, and each party expressly waives any right to assert the contrary. Any assertion in any judicial or administrative filing, hearing, or process that such a plan was so created by this Agreement shall be deemed a material
breach of this Agreement by the party making such an assertion. 







 21.    AMENDMENTS.     No amendments or additions to this
Agreement shall be binding unless made in writing and signed by all of the parties, except as herein otherwise specifically provided. 
 22.
   APPLICABLE LAW.     Except to the extent preempted by Federal law, the laws of the State of Illinois shall govern this Agreement in all respects, whether as to its validity, construction, capacity,
performance or otherwise. 
 23.    SEVERABILITY.     The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 
 24.    HEADINGS.     Headings contained herein are for convenience of reference only. 
 25.    ENTIRE AGREEMENT.     This Agreement, together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire
agreement among the parties hereto with respect to the subject matter hereof, other than written agreements with respect to specific plans, programs or arrangements described in Sections 5 and 6. 
 26.    REQUIRED PROVISIONS.     In the event any of the foregoing provisions of this Section 26 are in
conflict with the terms of this Agreement, this Section 26 shall prevail. 
  

	 	a.	The Company and the Bank may terminate Executive’s employment at any time, but any termination by the Company and the Bank, other than Termination for Cause, shall not
prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause as defined in Section 7
hereinabove. 

  

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

  

	 	c.	If Executive is removed and/or permanently prohibited from participating in the conduct of the Company and the Bank’s affairs by an order issued under Section 8(e)(4) or
8(g)(l) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all obligations of the Company and the Bank under this contract shall terminate as of the effective date of the order, but vested rights of the contracting
parties shall not be affected. 

  

	 	d.	If the Company or the Bank is in default as defined in Section 3(x)(l) of the Federal Deposit Insurance Act, 12 D.S.C. Section 1813(x)(I) all obligations of the Company
and the Bank under this contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. 









	 	e.	All obligations of the Company and the Bank under this contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued
operation of the institution: (i) by the Director of the OTS (or his designee), the FDIC or the Resolution Trust Corporation, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company and the Bank under
the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director (or his designee) approves a supervisory merger to
resolve problems related to the operations of the Company and the Bank or when the Company and the Bank are determined by the Director 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. 

  

	 	f.	Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and 12 C.F.R.
Section 545.121 and any rules and regulations promulgated thereunder. 

 27.    SECTION 409A OF THE
CODE. 
  

	 	a.	This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the “short-term deferral exception” under Treasury
Regulation Section 1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulation Section 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code. If any
payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter
when such sanctions will not be imposed. For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the meaning of
such term under Section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of
separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for
hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void
to the extent permitted by applicable law, and any such amount shall be payable in accordance with b. below. In no event shall Executive, directly or indirectly, designate the calendar year of payment. 

  

	 	b.	 Notwithstanding anything herein to the contrary, if Executive is a “specified employee” (within the meaning of Section 409A of the Code) and it is
necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of Executive’ separation from service with the Company and the Bank to prevent any accelerated or additional tax under
Section 409A of the Code, then the Company and the Bank will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that
are not otherwise paid with the “short-term deferral exception” under Treasury Regulations Section 1.409A-1(b)(4) and the “separation pay exception” under Treasury Regulations Section 1.409A-1(b)(9)(iii), until the
first payroll date that occurs after the date that is six months following Executive’s separation of 











	 	 
service with the Company and the Bank. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum
on the first payroll date that occurs after the date that is six months following Executive’s separation of service with the Company and the Bank. If Executive dies during the postponement period prior to the payment of postponed amount, the
amounts withheld on account of Section 409(A) of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of Executive’s death. 









 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on December 12, 2008.

  

							
	ATTEST:	 		 	OTTAWA SAVINGS BANCORP, INC.
				
	 /s/ JuleAnn Leamy
	 		 	By:	 	 /s/ Gary Ocepek

	Corporate Secretary	 		 		 	For the Entire Board of Directors
			
	ATTEST:	 		 	OTTAWA SAVINGS BANK
				
	 /s/ JuleAnn Leamy
	 		 	By:	 	 /s/ Gary Ocepek

	Corporate Secretary	 		 		 	For the Entire Board of Directors
			
	WITNESS:	 		 	EXECUTIVE
			
	 /s/ Jon Kranov
	 		 	 /s/ Philip B. Devermann

		 		 	Philip B. Devermann