Exhibit 10.1


 





EXECUTION COPY










 







EMPLOYMENT
AGREEMENT


 


BETWEEN


 


NORTHWEST
INDIANA BANCORP,


 


PEOPLES
BANK SB,


 


AND


 


BENJAMIN
J. BOCHNOWSKI


 




     


     


    


 


 


table of
contents 


 


Page 




	1.   Employment and Term.	1
	2.   Duties.	1
	3.   Salary.	2
	(a)   Base Salary.	2
	(b)   Salary Increases or Decreases.	2
	(c)   Expenses, Automobile and Organizations.	2
	4.   Annual Bonuses.	2
	5.   Equity Incentive Compensation.	2
	6.   Other Benefits.	3
	(a)   Insurance Plans.	3
	(b)   Vacation.	3
	(c)   Other.	3
	7.   Termination.	3
	(a)   Death or Disability.	4
	(b)   Discharge for Cause.	4
	(c)   Termination for Other Reasons.	4
	8.   Definitions.	5
	9.   Obligations of the Bank Upon Termination.	10
	(a)   Death, Disability, Discharge for Cause, or Resignation Without Good Reason.	10
	(b)   Discharge Without Cause or Resignation with Good Reason; Change of Control.	10
	(c)   Level of Bonus and Welfare Benefits after a Change of Control.	11
	(d)   Continuing Obligations After Termination.	11
	(e)   Six Month Delay.	11
	10.   Certain Reduction of Payments by the Bank.	11
	11.   No Set-Off or Mitigation.	12
	12.   Binding Effect.	12
	13.   Notices.	12
	14.   Tax Withholding.	13
	15.   Arbitration.	13
	16.   No Assignment.	13
	17.   Nonsolicitation.	13
	18.   Confidentiality.	13
	19.   Execution in Counterparts.	15
	20.   Jurisdiction and Governing Law.	15
	21.   Severability.	15
	22.   Prior Understandings.	15
	23.   Payments upon Income Inclusion under Section 409A of the Code.	15


 




    	EMPLOYMENT AGREEMENT	PAGE i



    	 



    

 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(the “Agreement”), is effective as of August 1, 2017 (the “Effective Date”), by and between
NorthWest Indiana Bancorp (the “Company”), the wholly-owned subsidiary of the Company, Peoples Bank SB, (“Peoples
Bank,” and collectively with the Company, the “Bank” unless otherwise noted), and Benjamin J. Bochnowski
(the “Executive”).


 


Recitals


 


WHEREAS, the Bank wishes
to continue the Executive’s employment as its President and
Chief Executive Officer on the terms and conditions provided herein, and the Executive wishes to continue in such capacity on the
terms and conditions provided herein; and


 


WHEREAS, in addition
to the employment provisions contained herein, the Bank and the Executive have agreed to certain restrictions, covenants, agreements,
and severance payments, as set forth in this Agreement.


 


Agreement


 


NOW, THEREFORE, the
Bank and the Executive, each intending to be legally bound, hereby mutually covenant and agree as follows:


 


1.                 
Employment and Term. Unless terminated earlier as provided herein, the Bank shall employ the Executive as the President
and Chief Executive Officer of the Bank, and the Executive shall so serve, in accordance with the provisions of this Agreement.
Unless terminated earlier as provided herein, the term of the Executive’s employment under this Agreement shall commence
as of the Effective Date and end on the date that is one year after the Effective Date (the “Initial Term”);
provided that, the Initial Term shall be automatically renewed for an additional one year on the anniversary of the Effective
Date, and on the same date in each subsequent year thereafter (each, a “Renewal Term,” with the Initial Term
and any Renewal Terms collectively referred to herein as the “Term”), unless, at least sixty (60) days prior
to the end of the Initial Term or any Renewal Term, the Executive or the Bank, by a written notice delivered to the other party,
elects not to have the Term renewed.


 


2.                 
Duties. During the period of employment as provided in Section 1 above, the Executive shall serve as President and
Chief Executive Officer of the Bank and have all powers and duties consistent with such positions, subject to the reasonable direction
of the Board of Directors of the Company (the “Board”). The Executive shall also continue to serve as a member
of the board of directors of both the Company and Peoples Bank, if nominated and elected. The Executive shall devote his best efforts
to fulfill faithfully, responsibly, and to the best of his ability his duties hereunder; provided that, with the approval
of the Board, the Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions
in, companies or organizations, which, in the Board’s judgment, will not present any material conflict of interest with the
Bank or any of its subsidiaries or affiliates or divisions, or unfavorably affect the performance of the Executive’s duties,
or will not violate any applicable statute or regulation.


 



    	EMPLOYMENT AGREEMENT	PAGE 1



     


    




3.                 
Salary.


 


(a)              
Base Salary. For services performed by the Executive for the Bank pursuant to this Agreement during the period of
employment as provided in Paragraph 1 hereof, the Bank shall pay the Executive a base salary at the rate of Three Hundred
Ten Thousand Five Hundred Dollars ($310,500.00) per year, payable in substantially equal installments in accordance with the Bank’s
regular payroll practices. The Executive’s base salary (with any increases under Section 3(b) below) shall not be subject
to reduction, except (i) that prior to a Change of Control, the Bank may decrease the Executive’s base salary if the consolidated
operating results of the Company are significantly less favorable than those achieved for the fiscal year ended December 31,
2016, or (ii) in the case the Bank makes similar decreases in the base salaries it pays to the other executive officers of the
Bank. Any compensation which may be paid to the Executive under any additional compensation or incentive plan of the Bank (including
those under Sections 4, 5, and 6 below) or which may be otherwise authorized from time to time by the Board (or an appropriate
committee thereof) shall be in addition to the base salary to which the Executive shall be entitled under this Agreement.


 


(b)              
Salary Increases or Decreases. During the period of employment as provided in Section 1 hereof, the base salary of
the Executive shall be reviewed by the Board to determine whether or not the same should be increased in light of the duties and
responsibilities of the Executive and the performance of the Bank or decreased under the circumstances permitted in Section 3(a).
If it is determined that an increase or decrease is merited, such increase or decrease shall be promptly put into effect and the
base salary of the Executive as so increased or decreased shall constitute the base salary of the Executive for purposes of Section
3(a).


 


(c)              
Expenses, Automobile and Organizations. The Bank shall pay or reimburse the Executive for all reasonable travel and
other expenses incurred by the Executive in the performance of his services under this Agreement. The Bank further agrees to provide
the Executive with the full time use of an automobile of a make and model selected by the Executive, which automobile shall have
the lesser of three years of age or 50,000 miles, commensurate with his position and as approved by the Compensation Committee
of the Board. Subject to the approval of the Board, the Bank shall reimburse the Executive for all initiation fees and dues associated
with membership in professional, social, civic, and service organizations which the Executive joins or has joined and which membership,
in whole or in part, furthers the interests of or promotes the interests of the Bank or assists the Executive in business relationships
on behalf of the Bank.


 


4.                 
Annual Bonuses. During the Term of employment hereunder, the Executive shall be eligible to receive in cash an annual
performance bonus as may be set by the Board.


 


5.                 
Equity Incentive Compensation. During the Term of employment hereunder, the Executive shall be eligible to participate,
in an appropriate manner relative to other senior executives of the Bank, in any equity-based incentive compensation plan or program
approved by the Board from time to time, including (but not by way of limitation) the Company’s 2015 Stock Option and Incentive
Plan.


 



    	EMPLOYMENT AGREEMENT	PAGE 2



     


    

 





6.                 
Other Benefits.


 


(a)              
Insurance Plans. During the Term of this Agreement, the Bank agrees to continue funding all premiums as they become
due pursuant to the following insurance policies under which the Executive is an insured:


 


	Company/Policy No.	Type	Benefit Amount
	 	 	 
	
        Lincoln Financial Group

        Group Policy # 000010201792 
	Group Life and AD&D	$500,000
	
        Principal Financial Group

        Group Policy # N2437-09 
	Group Life and AD&D	$156,000
	Northwestern Mutual Life

Policy # 20507086	Split Dollar Endorsement Plan	$125,000


 


(b)              
Vacation. Notwithstanding anything herein to the contrary, the Executive shall be entitled to a maximum of five weeks
vacation to be taken during such times as may be chosen by the Executive. Any vacation time not taken during any calendar year
and any unused vacation days in existence as of the date hereof may be taken with the consent of the Compensation Committee of
the Board, which consent shall not be unreasonably withheld. Vacation time for each calendar year shall be considered earned as
of the first day of each calendar year.


 


(c)              
Other. During the Initial Term of this Agreement, and notwithstanding any contrary provision of Section 2 of the
Peoples Bank Employee Handbook, as may be in effect from time to time, the Executive shall be entitled to use a total of 14 personal
days (consisting of four personal days to which the Executive is entitled under the express provisions of the above-referenced
handbook, and an additional 10 personal days). The Executive shall maintain a record of the personal days he uses pursuant to the
preceding sentence, and, prior to taking each such personal day, report the Executive’s intent to use such personal day(s)
to the human resources department of the Bank and the Compensation Committee of the Board. The Executive also shall be entitled
to participate in all of the various retirement, welfare, fringe benefit, and executive perquisite plans, programs, and arrangements
of the Bank as they may exist from time to time. Notwithstanding the limitations of any health benefit plan maintained by the Bank,
the Bank agrees to pay the costs of any necessary physical examinations and the costs of all diagnostic testing incurred by the
Executive on his own behalf.


 


7.                 
Termination. Unless this Agreement is earlier terminated in accordance with the following provisions of this Section 7,
the Bank shall continue to employ the Executive and the Executive shall remain employed by the Bank during the entire Term of this
Agreement as set forth in Section 1. Section 9 hereof sets forth certain obligations of the Bank in the event that the Executive’s
employment hereunder is terminated. Certain capitalized terms used in this Agreement are defined in Section 8 below.


 



    	EMPLOYMENT AGREEMENT	PAGE 3



     


    

 





(a)              
Death or Disability. Except to the extent otherwise provided in Section 9, this Agreement shall terminate immediately
in the event of the Executive’s death or in the event that the Executive becomes disabled. The Executive will be deemed to
be disabled if he, with or without reasonable accommodation: (i) is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health
plan covering employees of the Bank. If any question arises as to whether the Executive is disabled, upon reasonable request therefor
by the Board, the Executive shall submit to reasonable medical examination for the purpose of determining the existence, nature,
and extent of any such disability. In accordance with Section 13 of this Agreement, the Bank shall promptly give the Executive
written notice of any such determination of the Executive’s disability and of any decision of the Bank to terminate the Executive’s
employment by reason thereof. In the event of disability, until the Date of Termination, the base salary payable to the Executive
under Section 3(a) hereof shall be reduced dollar-for-dollar by the amount of disability benefits paid to the Executive in accordance
with any disability policy or program of the Bank.


 


(b)              
Discharge for Cause. In accordance with the procedures hereinafter set forth, the Board may discharge the Executive
from his employment hereunder for Cause. Except to the extent otherwise provided in Section 9, this Agreement shall terminate
immediately as of the Date of Termination in the event the Executive is discharged for Cause. Any discharge of the Executive for
Cause shall be communicated by a Notice of Termination to the Executive given in accordance with Section 13 of this Agreement.
For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) specifies
the termination date, which may be as early as the date of the giving of such notice. In the case of a discharge of the Executive
for Cause, the Notice of Termination shall include a copy of a resolution duly adopted by the Board at a meeting called and held
for such purpose (after reasonable notice to the Executive and reasonable opportunity for the Executive, together with the Executive’s
counsel, to be heard before the Board prior to such vote), finding that, in the reasonable and good faith opinion of the Board,
the Executive was guilty of conduct constituting Cause. No purported termination of the Executive’s employment for Cause
shall be effective without a Notice of Termination.


 


(c)              
Termination for Other Reasons. The Bank may discharge the Executive for reason other than Cause by giving written
notice to the Executive in accordance with Section 13 at least thirty (30) days prior to the Date of Termination. The Executive
may resign from his employment, without liability to the Bank, by giving written notice to the Bank in accordance with Section 13
at least thirty (30) days prior to the Date of Termination. Notwithstanding the foregoing, if the Executive resigns for Good
Reason, the Executive must provide notice of resignation within ninety (90) days of the occurrence of the event constituting Good
Reason and the Bank shall have thirty (30) days to cure, to the Executive’s reasonable satisfaction, the event constituting
Good Reason. If the Bank fails to cure the event of Good Reason within thirty (30) days, the Executive’s resignation shall
become effective thirty (30) days after the expiration of the cure period. Except to the extent otherwise provided in Section 9,
this Agreement shall terminate immediately as of the Date of Termination in the event the Executive is discharged for reasons other
than Cause or resigns.


 



    	EMPLOYMENT AGREEMENT	PAGE 4



     


    

 





8.                 
Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:


 


(a)              
“Accrued Obligations” shall mean, as of the Date of Termination, the sum of (i) the Executive’s
base salary under Section 3(a) through the Date of Termination to the extent not theretofore paid, (ii) the amount of
any bonus, incentive compensation, deferred compensation, and other cash compensation accrued by the Executive as of the Date of
Termination to the extent not theretofore paid, and (iii) any unused vacation, expense reimbursements (regardless of whether
a claim for such has yet been filed), and other cash entitlements due the Executive as of the Date of Termination. For the purpose
of this Section 8(a), dollar amounts shall be deemed to accrue ratably over the period during which they are earned, but no
discretionary compensation shall be deemed earned or accrued unless it has been specifically approved by the Board in accordance
with the applicable plan, program, or policy.


 


(b)              
For purposes of this Agreement, “Cause” shall mean: (i) the failure of Executive to perform Executive’s
duties pursuant to this Agreement (other than such failure resulting from incapacity due to physical or mental illness), which
failure to perform constitutes gross negligence or willful misconduct by the Executive, after a written demand for substantial
performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive
has not substantially performed Executive’s duties; (ii) the commission by Executive of an act of malfeasance, dishonesty,
fraud, or breach of trust against the Bank or any of its affiliates, employees, customers, or vendors, resulting or intended to
result in substantial gain or personal enrichment to which Executive was not legally entitled; or (iii) Executive’s indictment,
conviction of, or plea of guilty or no contest to any felony or crime of moral turpitude. For purposes of this provision, 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.


 


(c)              
“Change of Control” shall mean any of the following:


 


(i)                
a change in the ownership of the Company or Peoples Bank, which shall occur on the date that any one person, or more than
one person acting as a group, acquires ownership of stock of the Company or Peoples Bank that, together with stock held by such
person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of
the Company or Peoples Bank. Such acquisition may occur as a result of a merger of the Company or Peoples Bank into another entity
which pays consideration for the shares of capital stock of the merging Company or Peoples Bank. However, if any one person, or
more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total
voting power of the stock of the Company or Peoples Bank, the acquisition of additional stock by the same person or persons is
not considered to cause a change in the ownership of the Company or Peoples Bank (or to cause a change in the effective control
of the Company or Peoples Bank within the meaning of Section 8(c)(ii)). An increase in the percentage of stock owned by any one
person, or persons acting as a group, as a result of a transaction in which the Company or Peoples Bank acquires its stock in exchange
for property will be treated as an acquisition of stock for purposes of this subsection. This subsection applies only when there
is a transfer of stock of the Company or Peoples Bank (or issuance of stock of the Company or Peoples Bank) and stock in the Company
or Peoples Bank remains outstanding after the transaction.


 



    	EMPLOYMENT AGREEMENT	PAGE 5



     


    

 





(ii)             
a change in the effective control of the Company or Peoples Bank, which shall occur only on either of the following dates:


 


1)                 
the date any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period
ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or Peoples Bank
possessing thirty percent (30%) or more of the total voting power of the stock of the Company or Peoples Bank.


 


2)                 
the date a majority of members of the Company’s board of directors is replaced during any 12 month period by directors
whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the
date of the appointment or election; provided that, this provision shall not apply if another corporation is a majority
shareholder of the Company.


 


If any one person, or more than
one person acting as a group, is considered to effectively control the Company or Peoples Bank, the acquisition of additional control
of the Company or Peoples Bank by the same person or persons is not considered to cause a change in the effective control of the
Company or Peoples Bank (or to cause a change in the ownership of the Company or Peoples Bank within the meaning of subsection
(i) of this section).


 


(iii)           
a change in the ownership of a substantial portion of the Bank’s assets, which shall occur on the date that any one
person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the
most recent acquisition by such person or persons) assets from the Bank that have a total gross fair market value equal to or more
than forty percent (40%) of the total gross fair market value of all of the assets of the Bank immediately before such acquisition
or acquisitions. For this purpose, gross fair market value means the value of the assets of the Bank, or the value of the assets
being disposed of, determined without regard to any liabilities associated with such assets. No change in control occurs under
this subsection (iii) when there is a transfer to an entity that is controlled by the shareholders of the Bank immediately after
the transfer. A transfer of assets by the Bank is not treated as a change in the ownership of such assets if the assets are transferred
to –


 



    	EMPLOYMENT AGREEMENT	PAGE 6



     


    

 





1)                 
a shareholder of the Bank (immediately before the asset transfer) in exchange for or with respect to its stock;


 


2)                 
an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Bank.


 


3)                 
a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total
value or voting power of all the outstanding stock of the Bank; or


 


4)                 
an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person
described in paragraph (iii).


 


For purposes of this subsection
(iii) and except as otherwise provided in paragraph 1) above, a person’s status is determined immediately after the transfer
of the assets.


 


(iv)            
For purposes of this section, persons will not be considered to be acting as a group solely because they purchase or own
stock of the same corporation at the same time, or as a result of the same public offering. Persons will be considered to be acting
as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar
business transaction with the Company or Peoples Bank; provided that, they will not be considered to be acting as a group
if they are owners of an entity that merges into the Company or Peoples Bank where the Company or Peoples Bank is the surviving
corporation.


 


(d)              
 “Date of Termination” shall mean (i) in the event of a discharge of the Executive by the Board
for Cause, the date specified in such Notice of Termination, (ii) in the event of a discharge of the Executive without Cause
or a resignation by the Executive other than for Good Reason, the date specified in the written notice to the Executive (in the
case of discharge) or the Bank (in the case of resignation), which date shall be no less than thirty (30) days from the
date of such written notice, (iii) in the event of a resignation by the Executive for Good Reason, thirty (30) days after
the expiration of the cure period set forth in Section 7(c), (iv) in the event of the Executive’s death, the date of
the Executive’s death, (v) in the event of termination of the Executive’s employment by reason of disability pursuant
to Section 7(a), the date the Executive receives written notice of such termination, and (vi) upon termination of this Agreement
due to a Change in Control, the date of such Change in Control.


 


(e)              
“Good Reason” shall mean any of the following, which has not been expressly consented to in advance by
the Executive in writing: (i) assignment of duties to Executive by the Board that are inconsistent with the Executive’s
position, authority, duties, or responsibilities as President and Chief Executive Officer of the Bank, or any other action by the
Bank which results in a substantial diminution of such position, authority, duties, or responsibilities; (ii) a reduction of 10%
or more in the Executive’s then current base salary as determined under Section 3(a) hereof, unless such reduction is required
by law or regulation, or such reduction is proportionate to a reduction in the base salary of all other executive officers of the
Bank; (iii) any failure by the Board or any appropriate committee of the Board to re-nominate the Executive as a director of the
Bank, except in connection with or related to the termination of the Executive’s employment (whether by the Bank or by the
Executive) pursuant to Section 7 hereof or the expiration of the Term of this Agreement pursuant to Section 1 hereof; or (iv) any
substantial failure by the Bank to comply with any of the provisions of this Agreement; provided that, actions taken by
the Board under clause (i) of this paragraph by reason of the Executive’s inability to perform the responsibilities contemplated
by those sections because of a physical or mental injury or disease shall not be deemed “Good Reason;” provided,
further, that, the expiration of the Term of this Agreement, or the provision of a notice of non-renewal of the Term of this
Agreement (whether by the Bank or the Executive) pursuant to Section 1 hereof, whether or not a new, amended, or superseding agreement
or arrangement is entered into, shall not constitute “Good Reason.”


 



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(f)               
The Executive shall have a “Termination of Employment” if there is a termination of services provided
by the Executive to the Bank, whether voluntarily or involuntarily, other than by reason of death or disability, as determined
by the Board in accordance with Treas. Reg. §1.409A-1(h). In determining whether an Executive has experienced a Termination
of Employment, the following provisions shall apply:


 


(i)                
To the extent the Executive provides services to the Company or Peoples Bank solely as an employee, except as otherwise
provided in subsection (iii) below, a Termination of Employment shall occur when the Executive has experienced a termination of
employment with the Employer (defined below). The Executive shall be considered to have experienced a termination of employment
when the facts and circumstances indicate that the Executive and the Employer reasonably anticipate that either (A) no further
services will be performed for the Employer after a certain date, or (B) that the level of bona fide services the Executive will
perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to
less than 50% of the average level of bona fide services performed by the Executive (whether as an employee or an independent contractor)
over the immediately preceding 36-month period (or the full period of services to the Employer if the Executive has been providing
services to the Employer less than 36 months).


 


If the Executive
is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Executive and the
Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer,
so long as the Executive retains a right to reemployment with the Employer under an applicable statute or by contract. If the period
of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Executive does not retain a right
to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for
purposes of this Agreement as of the first day immediately following the end of such 6-month period. In applying the provisions
of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation
that the Executive will return to perform services for the Employer.


 


(ii)             
If the Executive provides services to the Employer as an independent contractor, except as otherwise provided in subsection
(iii) below, a Termination of Employment shall occur upon the expiration of the contract (or in the case of more than one contract,
all contracts) under which services are performed for the Employer, provided that the expiration of such contract(s) is determined
by the Board to constitute a good-faith and complete termination of the contractual relationship between the Executive and the
Employer.


 



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(iii)           
If the Executive provides services to the Employer as both an employee and an independent contractor, a Termination of Employment
generally shall not occur until the Executive has ceased providing services for the Employer as both an employee and an independent
contractor, as determined in accordance with the provisions set forth in subsections (i) and (ii) above, respectively. Similarly,
if the Executive either (A) ceases providing services for the Employer as an independent contractor and begins providing services
for the Employer as an employee, or (B) ceases providing services for the Employer as an employee and begins providing services
for the Employer as an independent contractor, the Executive will not be considered to have experienced a Termination of Employment
until the Executive has ceased providing services for the Employer in both capacities, as determined in accordance with the applicable
provisions set forth in subsections (i) ad (ii) above.


 


Notwithstanding
the foregoing provisions in this subsection (iii), if the Executive provides services for the Employer as both an employee and
a director, to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by the Executive as a director shall
not be taken into account in determining whether the Executive has experienced a Termination of Employment as an employee, and
the services provided by the Executive as an employee shall not be taken into account in determining whether the Executive has
experienced a Termination of Employment as a director.


 


(iv)            
For the purpose of determining whether the Executive has experienced a Termination of Employment, the term “Employer”
shall mean:


 


(A)            
The entity for which the Executive performs services and with respect to which the legally binding right to compensation
deferred or contributed under this Agreement arises; and


 


(B)             
All other entities with which the entity described above would be aggregated and treated as a single employer under Code
Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated,
under common control), as applicable. In order to identify the group of entities described in the preceding sentence, an ownership
threshold of at least 50% shall be substituted for the 80% minimum ownership threshold that appears in, and otherwise must be used
when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code
Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under
Code Section 414(c).


 


Any reference in this Agreement to a “termination
of employment,” severance from employment, separation from employment, resignation or discharge otherwise entitling the Executive
to payment hereunder shall be deemed to mean a Termination of Employment.


 



    	EMPLOYMENT AGREEMENT	PAGE 9



     


    

 





9.                 
Obligations of the Bank Upon Termination. The following provisions describe the obligations of the Bank to the Executive
under this Agreement upon termination of his employment. However, except as explicitly provided in this Agreement, nothing in this
Agreement shall limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other
agreement with the Bank or any of its subsidiaries, or under any compensation or benefit plan, program, policy or practice of the
Bank or any of its subsidiaries.


 


(a)              
Death, Disability, Discharge for Cause, or Resignation Without Good Reason. In the event of the death or disability
of the Executive, or upon the Executive’s Termination of Employment by reason of his discharge by the Bank for Cause, or
upon the Executive’s Termination of Employment by reason of his resignation other than for Good Reason, the Bank shall pay
to the Executive, or his heirs or estate in the event of the Executive’s death, all Accrued Obligations in a lump sum in
cash within thirty (30) days after the Date of Termination; provided that, any portion of the Accrued Obligations which
consists of bonus, deferred compensation, or incentive compensation shall be determined and paid in accordance with the terms of
the relevant plan as applicable to the Executive.


 


(b)              
Discharge Without Cause or Resignation with Good Reason; Change of Control. In the event of the Executive’s
Termination of Employment (1) by reason of the discharge of the Executive by the Bank without Cause, (2) by reason of the resignation
of the Executive for Good Reason, or (3) by reason of the resignation of the Executive without Good Reason within one year after
a Change of Control, then the Bank shall pay to Executive, or his heirs or estate in the event of the Executive’s death,
in addition to the compensation and benefits described in Section 9(a), the following benefits:


 


(i)                
Payment in a lump sum of an amount equal to one and one-half (1.5) times the Executive’s then-current base salary
as in effect prior to the termination;


 


(ii)             
Payment in a lump sum of an amount equal to one and one-half (1.5) times the most recent annual bonus received by the Executive;


 


(iii)           
Continuation, for a period of eighteen (18) months after the Date of Termination, of welfare benefits and senior executive
perquisites at least equal to those which would have been provided if the Executive’s employment had continued for that time;
and


 


(iv)            
Outplacement services, at the expense of the Bank, from a provider reasonably selected by the Executive.


 


The amounts payable under paragraphs (b)(i)
and (ii) shall be paid no later than thirty (30) days after the Date of Termination. To the extent any benefits or perquisites
provided under paragraph (b)(iii) provide for reimbursements of expenses incurred by the Executive, or in-kind benefits, the following
conditions must be satisfied:


 


(1)              
The benefit or perquisite must provide an objectively determinable nondiscretionary definition of the expenses eligible
for reimbursement or of the in-kind benefits to be provided;


 



    	EMPLOYMENT AGREEMENT	PAGE 10



     


    

 





(2)              
The benefit or perquisite must provide for the reimbursement of expenses incurred or for the provision of the in-kind benefits
during an objectively and specifically prescribed period;


 


(3)              
The benefit or perquisite must provide that the amount of expenses eligible for reimbursement, or in-kind benefits provided,
during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided,
in any other taxable year;


 


(4)              
The reimbursement of an eligible expense must be made on or before the last day of the Executive’s taxable year following
the taxable year in which the expense was incurred; and


 


(5)              
The right to reimbursement or in-kind benefit must not be subject to liquidation or exchange for another benefit.


 


(c)              
Level of Bonus and Welfare Benefits after a Change of Control. If the Executive’s employment terminates for
any reason after a Change of Control, the phrase “most recent annual bonus” as used in paragraph (b)(ii) shall
be replaced by the phrase “most recent annual bonus received by the Executive prior to the Change of Control,” and
the phrase “would have been provided if the Executive’s employment had continued for that time” as used in paragraph (b)(iii)
shall be replaced by the phrase “were provided to the Executive immediately prior to the Change of Control;” provided
that, this paragraph (c) shall not apply to (b)(ii) or (iii) if the benefits the Executive would receive under (b)(ii)
or (iii) would be greater without the application of this paragraph (c).


 


(d)              
Continuing Obligations After Termination. If the Executive’s employment with the Bank terminates for any reason,
the Bank’s obligations and the Executive’s obligations under Sections 9 through 18 shall continue after termination
of the employment relationship.


 


(e)              
Six Month Delay. To the extent the Executive is a “specified employee” (as defined below) as of his Termination
of Employment, any payments of “deferred compensation” (as that term is defined in Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”)) due to the Executive as a result of his Termination of Employment shall begin
no sooner than six months after the Executive’s Termination of Employment; provided that, any payments not made during
the six month period described in this subsection (e) shall be made in a single lump sum as soon as administratively practicable
after the expiration of such six month period. For purposes of this Agreement, the term “specified employee” shall
have the meaning set forth in Treasury Reg. Section 1.409A-1(i) and shall include, without limitation, (1) an officer of the Company
or Peoples Bank having annual compensation greater than $130,000 (as adjusted for inflation under the Code), (2) a five percent
owner of the Company or Peoples Bank, or (3) a one percent owner of the Company or Peoples Bank having annual compensation of more
than $150,000. The determination of whether the Executive is a “specified employee” shall be made by the Bank in good
faith applying the applicable Treasury regulations.


 


10.             
Certain Reduction of Payments by the Bank. Notwithstanding Section 9 of this Agreement, the payments or benefits
to be made or afforded to Executive under this Agreement when aggregated with any other “parachute payments” (defined
under Section 280G of the Code) as compensation that becomes payable or accelerated due to a Change of Control payable under any
plans, agreements, or policies of the Company or Peoples Bank, shall be reduced to the highest amount permissible under Sections
280G and 4999 of the Code before the Executive becomes subject to the excess parachute payment excise tax under Section 4999 of
the Code and the Company or Peoples Bank loses all or part of its compensation deduction for such payments. The Executive shall
determine the allocation of the reduction required hereby among the benefits to which the Executive is entitled.


 



    	EMPLOYMENT AGREEMENT	PAGE 11



     


    




11.             
No Set-Off or Mitigation. The Bank’s obligation to make the payments provided for in this Agreement and otherwise
to perform its obligations hereunder shall not be affected by any set-off, bankers right of set-off, counterclaim, recoupment,
defense, or other claim, right, or action which the Bank may have against the Executive or others. In no event shall the Executive
be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.


 


12.             
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of
the Executive and the successors and assigns of the Company and Peoples Bank. The Company and Peoples Bank shall require any successor
(whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation,
or otherwise) to all or a substantial portion of its assets, by agreement in form and substance reasonably satisfactory to the
Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Bank and
the Company would be required to perform this Agreement if no such succession had taken place. Regardless of whether such an agreement
is executed, this Agreement shall be binding upon any successor of the Bank and the Company in accordance with the operation of
law, and such successor shall be deemed the “Company” or “Peoples Bank,” as appropriate, for purposes of
this Agreement.


 


13.             
Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed
to have been duly given if delivered by hand or by recognized commercial delivery service or if mailed within the continental United
States by first class certified mail, return receipt requested, postage prepaid, addressed as follows:


 


	
        If to the Board or the Bank, to:

         

        Peoples Bank SB

        9204 Columbia Avenue

        Munster, Indiana 46321

        Attention: Corporate Secretary

         

	
        If to the Executive, to:

         

        Benjamin J. Bochnowski

9204 Columbia Avenue

Munster, Indiana 46321 




 






    	EMPLOYMENT AGREEMENT	PAGE 12



     


    




 


Such addresses may be changed by written
notice sent to the other party at the last recorded address of that party.


 


14.             
Tax Withholding. The Bank shall provide for the withholding of any taxes required to be withheld by federal, state,
or local law with respect to any payment in cash, shares of stock, and/or other property made by or on behalf of the Bank to or
for the benefit of the Executive under this Agreement or otherwise. The Bank may, at its option: (i) withhold such taxes from
any cash payments owing from the Bank to the Executive; (ii) require the Executive to pay to the Bank in cash such amount
as may be required to satisfy such withholding obligations; and/or (iii) make other satisfactory arrangements with the Executive
to satisfy such withholding obligations.


 


15.             
Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach hereof shall be
settled by arbitration at a mutually agreed site in accordance with the laws of the State of Indiana. The arbitration shall be
conducted in accordance with the rules of the American Arbitration Association. The costs and expenses of the arbitrator(s) shall
be borne by the Bank. The award of the arbitrator(s) shall be binding upon the parties. Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction.


 


16.             
No Assignment. Except as otherwise expressly provided herein, this Agreement is not assignable by any party and no
payment to be made hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
other charge.


 


17.             
Nonsolicitation. The Executive covenants that, during his employment with either the Company or Peoples Bank and
for a period of one (1) year following his Date of Termination, the Executive shall not: (i) directly recruit any person who is
an employee of the Bank; (ii) solicit, encourage, or induce any such employee to leave the Bank’s employ; or (iii) solicit,
encourage, or induce any customer of the Bank to cease doing or reduce such customer’s level of business with the Bank.


 


18.             
Confidentiality.


 


(a)              
The Executive acknowledges and agrees that (i) by virtue of his employment, he will be given access to, and will help
analyze, formulate, or otherwise use, Confidential Information (defined below), (ii) the Bank has devoted (and will devote) substantial
time, money, and effort to develop Confidential Information and maintain the proprietary and confidential nature thereof, and (iii)
Confidential Information is proprietary and confidential and, if any Confidential Information were disclosed or became known by
persons engaging in a business in any way competitive with the Bank’s business, such disclosure would result in hardship,
loss, irreparable injury, and damage to the Bank, the measurement of which would be difficult, if not impossible, to determine.
Accordingly, the Executive agrees that the preservation and protection of Confidential Information is an essential part of his
duties of employment and that, as a result of his employment with the Bank hereunder, he has a duty of fidelity, loyalty, and trust
to the Bank in safeguarding Confidential Information. The Executive further agrees that he will use his best efforts, exercise
utmost diligence, and take all steps necessary to protect and safeguard Confidential Information, whether such information derives
from the Executive, other employees of the Bank, the Bank’s customers or prospective customers, or vendors or suppliers of
the Bank, and that he will not, directly or indirectly, use, disclose, distribute, or disseminate to any other person or entity
or otherwise employ Confidential Information, either for his own benefit or for the benefit of another, except as required in the
ordinary course of his employment by the Bank. The Executive shall follow all Bank policies and procedures to protect all Confidential
Information and shall take any additional precautions necessary under the circumstances to preserve and protect against the prohibited
use or disclosure of any Confidential Information.


 



    	EMPLOYMENT AGREEMENT	PAGE 13



     


    

 





(b)              
The confidentiality obligations contained in this Agreement shall continue as long as Confidential Information remains confidential
(except that the obligations shall continue, if Confidential Information loses its confidential nature through improper use or
disclosure, including but not limited to any breach of this Agreement) and shall survive the termination of this Agreement and/or
termination of the Executive’s employment with the Bank.


 


(c)              
From time to time, the Bank may, for its own benefit, choose to place certain Confidential Information in the public domain.
The fact that Confidential Information may be made available to the public in a limited form and under limited circumstances does
not change the confidential and proprietary nature of such information, and does not release the Executive from his obligations
with respect to such Confidential Information.


 


(d)              
For purposes of this Section 18, the term “Confidential Information” means the following:


 


(1)              
materials, records, documents, data, statistics, studies, plans, writings, and information (whether in handwritten, printed,
digital, or electronic form) relating to the Bank’s business that are not generally known or available to the Bank’s
business, trade, or industry, or to individuals who work therein, other than through a breach of this Agreement; or


 


(2)              
trade secrets of the Bank (as defined in Indiana Code § 24-2-3-2, as amended, or any successor statute).


 


Confidential Information
also includes, but is not limited to: (i) information about the Bank’s employees; (ii) information about the Bank’s
compensation policies, structure, and implementation; (iii) hardware, software, and computer programs and technology used
by the Bank; (iv) Bank customer and prospective customer identities, lists, and databases, including private information related
to customer history, loan activity, account balances, and financial information; (v) strategic, operating, and marketing plans;
(vi) lists and databases and other information related to the Bank’s vendors; (vii) policies, procedures, practices,
and plans related to pricing of products and services; and (viii) information related to the Bank’s acquisition and
divestiture strategy. Information or documents that are generally available or accessible to the public shall be deemed Confidential
Information, if the information is retrieved, gathered, assembled, or maintained by the Bank in a manner not available to the public
or for a purpose beneficial to the Bank.


 



    	EMPLOYMENT AGREEMENT	PAGE 14



     


    

 





19.             
Execution in Counterparts. This Agreement may be executed by the parties hereto in two (2) or more counterparts,
each of which shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument, and all
signatures need not appear on any one counterpart.


 


20.             
Jurisdiction and Governing Law. This Agreement shall be construed and interpreted in accordance with and governed
by the laws of the State of Indiana, without regard to the conflict of laws provisions of such laws.


 


21.             
Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid
or unenforceable for any reason, such judgment shall not affect, impair, or invalidate the remainder of this Agreement. Furthermore,
if the scope of any restriction or requirement contained in this Agreement is too broad to permit enforcement of such restriction
or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law,
and the Executive consents and agrees that any court of competent jurisdiction may so modify such scope in any proceeding brought
to enforce such restriction or requirement. Nothing herein shall be construed as requiring the Bank to make any payment which would
be prohibited under 12 C.F.R. 359. In the event a payment required under the terms of this Agreement cannot lawfully be made because
of the limitations of 12 C.F.R. 359, the obligation to make such payment shall be deferred until such time as the limitations
of 12 C.F.R. 359 shall no longer apply. Upon deferring any payment required under this Agreement due to the limitations
of 12 C.F.R. 359, the Bank shall provide the Executive with a legal opinion of counsel addressing the exact provisions of 12 C.F.R.
359 which pose the barrier to payment.


 


22.             
Prior Understandings. This Agreement embodies the entire understanding of the parties hereto and supersedes all other
oral or written agreements or understandings between them regarding the subject matter hereof. No change, alteration, or modification
hereof may be made except in a writing, signed by each of the parties hereto. The headings in this Agreement are for convenience
of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.


 


23.             
Payments upon Income Inclusion under Section 409A of the Code. Upon the inclusion of any amount into the Executive’s
income as a result of the failure of this Agreement to comply with the requirements of Section 409A of the Code, a payment not
to exceed the amount that shall be included in income shall be made as soon as is administratively practicable following the discovery
of the failure of the Agreement to comply with Section 409A of the Code and the regulations promulgated thereunder.


 


[Signature Page Follows]


 




    	EMPLOYMENT AGREEMENT	PAGE 15



     


    


 


IN WITNESS WHEREOF,
each of the Company and Peoples Bank have caused this Agreement to be executed by its duly authorized officer and the Executive
has signed this Agreement, effective as of the date first written above.


 


 


	 	NorthWest Indiana Bancorp
	 	 	 
	 	By:	/s/ Amy W. Han
	 	Name:	Amy W. Han
	 	Title:	Chair, Compensation Committee
	 	 	 
	 	 	 
	 	Peoples Bank SB
	 	 	 
	 	By:	/s/ Amy W. Han
	 	Name:	Amy W. Han
	 	Title:	Chair, Compensation Committee
	 	 	 
	 	 	 
	 	 	 
	 	Benjamin J. Bochnowski
	 	 	 
	 	 	/s/ Benjamin J. Bochnowski
	 	 
	 	 


 






    	EMPLOYMENT AGREEMENT	PAGE 16