**Exhibit 10**

 

**CHANGE-IN-CONTROL SEVERANCE AGREEMENT**

 

THIS AGREEMENT entered into and effective this 20 day of September, 2005, by and between Ameriana Bank and Trust (the “Bank”) and James A.Freeman (the “Employee”). 

 

WHEREAS, the partiesdesire by this writing to set forth their understanding as to their respective rights and obligations in the event a change of control occurs with respect to the Bank or Ameriana Bancorp (the “Company”). 

 

NOW THEREFORE, in consideration of the mutual covenants and obligationshereinafter set forth, the undersigned parties AGREE as follows: 

 

1. Defined Terms

 

When used anywhere in theAgreement, the following terms shall have the meaning set forth herein. 

 

(a) “*Change in Control*” shall mean any one of the following events: (i) the acquisition of ownership, holding or power to vote more than 25% of the Bank’s or the Company’s voting stock, (ii) theacquisition of the ability to control the election of a majority of the Bank’s or the Company’s directors, (iii) the acquisition of a controlling influence over the management or policies of the Bank or the Company by any person or bypersons acting as a “group” (within the meaning of Section 13(d) of the Securities Exchange Act of 1934), or (iv) during any period of two consecutive years, individuals (the “Continuing Directors”) who at the beginningof such period constitute the Board of Directors of the Bank or the Company (the “Existing Board”) cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as amember of the Existing Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. Notwithstanding the foregoing, ownership or control of the Bank by the Company itselfshall not constitute a Change of Control. Further, “Change in Control” shall not include the acquisition of securities by an employee benefit plan of the Bank or the Company. For purposes of this paragraph only, the term “person”refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. 

(b) “*Code*” shall mean the Internal Revenue Code of 1986, as amended from time to time,and as interpreted through applicable rulings and regulations in effect from time to time. 

 

(c) “*Code Section 280G Maximum*” shall mean product 2.99 and his “base amount” as defined in Code Section 280G(b)(3). 

 

(d) “*Good Reason*” shall mean any of the following events, which has not been consented to in advance by theEmployee in writing: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions, more than thirty (30) miles from his primary office as of the date of the Change in Control; (ii) amaterial reduction in the Employee’s base compensation as in effect on the date of the Change in Control or as the same may be increased from time to time; (iii) the failure by the Bank or the Company to continue to provide the Employeewith compensation and benefits provided for on the date of the Change in Control, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which theEmployee now or hereafter becomes a participant, or the taking of any action by the Bank or the Company which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the timeof the Change in Control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position; (v) a material diminution or reduction in the Employee’sresponsibilities or authority (including reporting responsibilities) in connection with his employment with the Bank or the Company; or (vi) a material reduction in the secretarial or other administrative support of the Employee. 

 

(e) “*Just Cause*” shall mean, in the good faith determinationof the Bank’s Board of Directors, the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule orregulation (other 

than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of thisAgreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. No act, or failure to act, on the Employee’s part shall be considered “willful” unless he hasacted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Bank and the Company. 

 

(f) “*Protected Period*” shall mean the period that begins on the date six months before a Change in Controland ends on the later of the first annual anniversary of the Change in Control or the expiration date of this Agreement. 

 

2. Trigger Events

 

The Employee shall be entitled to collect the severance benefits set forth in Section 3of this Agreement in the event that (i) the Employeevoluntarily terminates employment for any reason within the 30-day period beginning on the date of a Change in Control, (ii) the Employee voluntarily terminates employment within 90 days of an event that both occurs during the Protected Periodand constitutes Good Reason, or (iii) the Bank, the Company, or their successor(s) in interest terminate the Employee’s employment for any reason other than Just Cause during the Protected Period. 

 

3. Amount of Severance Benefit

 

If the Employee becomes entitled to collect severance benefits pursuant toSection 2 hereof, the Bank shall pay the Employee a severance benefit equal to the difference between the Code Section 280G Maximum and the sum of any other “parachute payments” as defined under Code Section 280G(b)(2) thatthe Employee receives on account of the Change in Control. Said sum shall be paid in one lump sum within ten (10) days of the later of the date of the Change in Control and the Employee’s last day of employment with the Bank or theCompany. 

 

In the event that the Employee and the Bank agreethat the Employee has collected an amount exceeding the Code Section 280G Maximum, the parties may jointly agree in 

writing that such excess shall be treated as a loan ab initio which the Employee shall repay to the Bank, on termsand conditions mutually agreeable to the parties, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(B) of the Code. 

 

4. Term of the Agreement. This Agreement shall remain in effect for the period commencing on the Effective Date and ending on the earlier of(i) the date 36 months after the Effective Date, and (ii) the date on which the Employee terminates employment with the Bank; provided that the Employee’s rights hereunder shall continue following the termination of this employmentwith the Bank under any of the circumstances described in Section 2 hereof. Additionally, on each annual anniversary date from the Effective date, the term of this Agreement shall be extended for an additional one-year period beyond the theneffective expiration date provided the Board of Directors of the Bank determines in a duly adopted resolutions that the performance of the Employee has met the requirements and standards of the respective Boards, and that the Agreement shall beextended. 

 

5. Termination or Suspension Under FederalLaw

 

(a) Any payments made to the Employee pursuant tothis Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. 

 

(b) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs byan order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818 (e)(4) or (g)(1)), all obligations of the Bank under this Agreement shall terminate, as of the effective date of the order, butthe vested rights of the parties shall not be affected. 

 

(c) Ifthe Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations under this Agreement shall terminate as of the date of default; however, this Paragraph shall not affect the vested rights of the parties. 

 

(d) All obligations under this Agreement shall terminate, except to theextent that continuation of this 

Agreement is necessary for the continued operation of the Bank: (i) by the Director of the Department of FinancialInstitutions, State of Indiana (“Director”), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under theauthority contained in Section 13(c) of the FDIA; or (ii) by the Director, or his or her designee, at the time that the Director, or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank orwhen the Bank is determined by the Director to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the parties. 

 

(e) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)) suspends and/or temporarily prohibits theEmployee from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Agreement shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice aredismissed, the Bank shall (i) pay the Employee all or part of the compensation withheld while its contract obligations were suspended, and (ii) reinstate (in whole or in part) any of its obligations which were suspended. 

 

6. Expense Reimbursement

 

In the event that any dispute arises between the Employee and the Bank as tothe terms of interpretation of this Agreement, whether instituted by formal legal proceedings or otherwise, including any action that the Employee takes to enforce the terms of this Agreement or to defend against any action taken by the Bank or theCompany, the Employee shall be reimbursed for all costs and expenses, including reasonable attorneys’ fees, arising from such dispute, proceedings or actions, provided that the Employee shall obtain a final judgment in favor of the Employee ina court of competent jurisdiction or in binding arbitration under the rules of the American Arbitration Association. Such reimbursement shall be paid within ten (10) days of the Employee’s furnishing to the Bank and the Company writtenevidence, which may be in the form, among other things, of a cancelled check or receipt, of any costs or expenses incurred by the Employee. 

7. Successors and Assigns

 

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

 

(b) Since the Bank is contracting for the unique and personal skills of the Employee, the Employee shall be precluded fromassigning or delegating his rights or duties hereunder without first obtaining the written consent of the Bank. 

 

8. 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 otherwisespecifically provided. 

 

9. Applicable Law

 

Except to the extent preempted by Federal law, the laws of the State ofIndiana shall govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise. 

 

10. Severability

 

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity orenforceability of the other provisions hereof. 

 

11. EntireAgreement

 

This Agreement including the recitals, togetherwith any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement between the parties hereto and shall supercede any prior agreement between the parties. 

 

IN WITNESS WHEREOF, the parties have executed this Agreement on the day andyear first hereinabove written. 

ATTEST: AMERIANA BANK AND TRUST
/s/ Davena Littrell
 By: 
/s/ Jerome J. Gassen
Secretary   PresidentWITNESS:    
/s/ Timothy J. Clark
   
/s/ James A. Freeman
    Employee