Exhibit 10.2





EXECUTIVE EMPLOYMENT AGREEMENT
 
 
 "Ag r ee m e nt" ) "EffectiveDate "). "Bank" ) , and (" Executive ") .
 
 Agreement
 
 The Bank and E x ec utive agree as fo ll ows:
 
 Employment a nd Te rm
 
 Term
 
 2.DutiesandResponsibilities
  Board
 
  
 Holding Company
 
 3.Compensation; Benefits.
 
 Base Salary . While employed by the Bank, Executive will be paid $155,000 annually (the "Base Salary") as compensation for his services under this Agreement, payable on the
        Bank’s normal payroll schedule.  Executive’s Base Salary will be reviewed periodically and may be increased from time to time by the Board in its sole discretion.  Executive’s Base Salary may only be decreased with his consent.
 
 
 
 
 Benefits . To the extent permitted under the applicable plan documents, Exec uti ve is  ent itl ed to participate in all benefit plans and arrangements generally ava ilabl e to employees of the Bank and in a n y supp l ementary benefits
        provided to senior executives of th e Bank , a ll in accordance w ith the terms of such plans and programs. The Bank has the right to
        modify the benefits available t o its emp lo yees a nd senior execut i ves from time to t im e.
 
 Car Allowance .  The Bank will provide Executive an annual car allowance in the amount of $10,000,
        payable in equal monthly installments.  The car allowance will be included in  Executive's first pay check of each month, and will be treated as taxable income to Executive , subject to normal
        payroll withholding .
 
 Business Expenses . The Bank w ill reimburse Executive for reasonable, ordinary, documented , and necessary business expenses incurred by Execut i ve in performing his duties in accorda n ce with the Bank's expense r e imbur semen t policy.  Any reimbursements that m ay create
        taxable income to Executive must be subm i tted fo r reimbursement as soon as practicable and wi ll be paid in no event later than the 74th day after the end of Bank's taxable year in which the expenses are incurred .
 
 Vacation and Holidays . In addition to pai d holidays under the Bank's policies applicab l e to emp l oyees generally , Exec utiv e i s e ntitl ed to paid vacation t im e in accordance with the
        Bank's vacation policies as in effect from time to time , which c urr ently provide Bank management with 20 days of paid vacation per year. Un l ess otherwise provided by the Bank's vacation policies as in effect from t im e to time , (i) unus ed vacation for any year during the Term may not be accumula t ed fo r us e in s ub sequent years , and ( ii ) Executive i s not entitled to any additional compensation for failure to use vacat ion time.
   Change in Con tr ol Payment .
 
  
 
 
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 For purposes of the timing of payments under the Agreement, "Termination of Employment" shall mean the date the Executive and the Bank reasonably anticipate that (A) Execut ive will not perform any further services for the Bank or any other entity considered a single employer with the Bank under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended ("Code") (but
          substituting 50% for 80% in the application thereof) (the "Employer Group" ) , or (B) the level of bona fide services Executive will perform for the Employer Group after that date will permanently decrease to less than 20% of the average level of bona fide se rvice s performed over the previous 36 months (or if shorter over the duration


          of service). For this purpose , service performed
          as an employee or as an independent contractor is counted,  except that service as a member of the Board of an Employer Group entity is not cou nt ed unless termination benefits under this Agreement are aggregated with benefits

          under any other Employer Group plan or agreement
          in which Executive also participates as a director. Executive will not be treated as having a termination of his employment while he or she is on military leave , sick leav e or other bona fide leave of absence if the leave do es not exceed six months or , if longer,  the period during which Executive has a reemployment right under statute or contract. If a bona fide leave of absence extends beyond six months , Executive's employment wi ll be

          considered to terminate on the first day after the en d of such six-month period , or on the day after Execu tive' s statutory

          or contractual reemployment right lapses , if later. The Bank will determine when Exec utive's Date of Termination occurs based on all relevant facts and circumstances, in accordance with Treasury R egu lation Section l.409A-l ( h).
 
 For this purpose , termination by the Bank for "Cause" shall mean termination on account of (A) the willful and continued failure by Executive to substantially perform his duties with th e Bank after written demand for substantial performanc e has been delivered to Executive by th e Bank and Executive has been given a reasonable opportunity for cure ; or (B) the willful engaging by Executive in gross misconduct materially and demon strably injurious to th e Bank or its reputation; (C) breach of fiduciary duty involving
          personal profit;  or (D) material violation of any law , rule or regulation other
          than traffic violations or similar offenses. For purposes of this definition , no act , or failure to act, on Executive's part shall be considered
          "willful" unless done , or admitted to be done , by Executive not in good faith and without reasonably belief that Exec utiv e's action or omission was in the best interest of the Bank.
 
 Termination by Executive for "Good Reason" m ea ns Executive's Termination of Employ ment due to his resignation from the Bank no more than 60 days after (A) the Bank reduces or changes Executive's duties to those which are clearly not consistent with exec utive status; (B) the Bank requires Executive  to change his principal work  location  by at lea s t 30 miles and
          Executive refuses to make such move; or (C) the Bank reduces Executive's base sa lar y, in each case which condition is not cured within 30 days after  Executive has delivered written notice of such condition to the Employer. In each case , Executive must give the Bank notice of the condition within 90 days of the initial existence of the condition , or any termination will not be considered to be for Good Reason.
 
 The "Change in
          Control Payment" will equal 2 times the average
          of the Executive's total taxable compensation from the Bank includable in taxable income for the five calendar years preceding the date of the Change in Control, determined in a manner consistent with Sect ion 280G of the Code , s ubject to the maximum
          payment  provisions below. The Change
 
 
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 in Control Payment sha ll be made in a lump sum in cash 30 days afte r the date of Termination of Employment triggering the payment. This payment sha ll n ot reduce or offset any ot h er pay or benefits then due or owing Execut i ve, and no reduction shall be made on account of future employment.
 
 Fo r a ll purposes of this Agreeme n t , a "C hang e in Control" of the Bank means: (A) an event or se ri es of events whic h have the effect of any "person" as such  term is used i n  Section 13(d)  and 14( d)  of  the  Secu ri t i es  Exchange  Act  of 1934, as  amended  (the "Ex chang e Ac t ") , ot h er than a n y trustee or other fiduciary holding securities of the Bank under any employee benefit plan of the Bank , becoming the "beneficial owner" as defined in Rule 13 d-3 under  the Exchang e Act , directly or indirectly , of secu ri t i es of Bank  representing 50% or  more  of the combined voting power of the Bank's the n o ut standi n g stock ; ( B ) during any period of two consec u tive years , individuals who at the beginning of such period const i t u te the  Board of the Bank cease for any reason to co n st itu te a majority  thereof , unless the elec t ion , or the  nomination for e lection by the stockho ld ers , of eac h new d ir ec t or was approved  by  either  the Holding Company or by a vote of at least two-thirds of the Bank's directo r s then st ill in office who
          were directors at the beg i nning of the period; (C) the business of the Bank i s disposed of pursuant to a  partial or complete liquidation , sa l e of assets , or otherwise.
 
 
 (vii) In no event sha ll a n y a m ou nt payable under any provision of this Agreement eq u al or exceed an amount which would cause th e Bank to forfe it , pursuant to Code Section
          280G(a) , its deduction for any or all s u ch amounts payab l e . Pursuant to this Section the Bank sha ll reduce severance benefits payab l e under this Agreemen t , i f such benefits alone or i n conjunction with t e rmination benefits provided under other Bank plans or agree m ents between Executive and the Bank , would cause the Bank to forfe it ot h erwise deductible payments; provided , however  that n o be n efits payable under this Ag r eement sha ll be reduced pursuant to this Section to l ess
          than $ l .00 be l ow the amount of be n efits w hi c h Bank can properly deduct under Code Section 280G(a).
 Notw i thstand i ng any other provision of this Agreement to the contrary , any payments made to the Execut i ve pursuant to this Agreement, o r otherwise, are subject to and conditioned upon their compliance w i th Section l 8(k) of the FDIA (12 U.S.C. §1828(k)) and 12C.F . R. Part 359. No Change in Control P aymen t wi ll be made to Exec u tive under this  Agreement
        unless the Federa l Deposit Insurance Corporation
        (the "FDIC") and the Office of the Comptroller of the Cur r ency (the "OCC") provide a n y necessa r y approvals of the Change in Control Payment prior to it being paid .
 
 (b) Discretionary Bonuses . The Board , in its so l e discretion , may develop a
        bonus program w hi ch includes Exec u tive and awards Executive additional bo nu ses
        from ti me to time in amounts that it determines proper. For avo idanc e of doubt , the Board has no obl i gat i o n to award any additional bonuses to Execut i ve.


Forfeiture; Clawback .  If , pr i o r to payment of any Change in Control Payment or bonus to Execut i ve , it  is  determined that Execut i ve  (A)  committed  any  fraudulent  act  or omission , breach of trust or fiduc i ary  duty , or in sider  abuse with r egard  to the Bank t h at has had  or i s likely to have a material adverse effect on the Bank, (B) is substantia ll y responsible for the insolvency  of , the  appointment  of  a  conservator  or  receiver for, or the troub l ed  condition , as











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defined by applicable regulations of the appropriate federal banking agency, of the Bank , (C)  has materially violated  any  applicable  federa l or state banking 

      law  or  regulation  that  has  had or  is likely to have a  material  effect  on  the Bank , or  (D) has violated or conspired  to violate Sections 2 1 5 , 656 , 657 , 1005 , 1006 , 1007 , 1 014 , 1 032 , or 13 44 of title 18 of the Un it ed States Code , or Sect i ons 1341 or 1343 of such title affecting the Bank, then Execut i ve will  automatically  and immediately forfeit any right to be pa i d  such  Change in Contro l Payment  or bonus . If , after  a  Change in Control Payment or  bonus  is paid to Executive, the Board 
      determines in  good   faith that any of the
      matters  set  forth in  clauses (A) through (D)  of  this Section apply  to  the Executive, then the
      Executive must promptly (and in any  event , within 10  business days  following  wr i tten

      notice  to  Executive) return to the Bank  an  amount  equal to   the Change i n  Control Payment and / or  bonus  in  immed i ately available funds.





5.       Termination.


Events of Termination . Notwithstanding any other provision of this Agreement to the contrary , this Agreement and Executive's employment with the Bank wi ll terminate immediately upon the first of the following
        events to occur:
 Executive's death or Disability (unless, in the case of Disability , waived by the Bank);
 
 30 days after Executive g i ves notice of his voluntary termination of his emp l oyment for any reason  (un l ess such notice or 30 -d ay period is waived by the Bank); or
 
 termination by  the Bank
        for Cause , as defined in  Section 4(a)(iii).
 
 Effect of Termination . Upon terminat ion of Exec u tive's employment pursuant to th i s Section 5, Executive wi ll be entitled to his Base Salary and benefits through the date of terminat i on and will be entitled to no additional compensation or benefits. In addition , if Executive is terminated for any reason, E xecutive must resign from all offices Executive holds with the Bank and its affi li ates.
 
 Disability . "Disability" means Executive's inability (as determined by a physician appointed by the
        Bank) due to accident or physical or mental illn ess , to adequate l y and fully perform the duties that Executive was performing for Executive when the disability began , with the reasonable expectation
        that such inab ili ty will continue for at least 180
        days notwithstanding any reasonable accommodation required by state or federal disability anti -di scrimination laws. If at any time during the
        Term the physician appointed by the Bank makes a determination with respect to Executive's Disability,  that determination shall be fina l , conclusive , and binding upon
        the Bank , Executive , and their successors
        in interest.
 
  
 Confidentiality
 
 General
 
 
 
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 Return of Documents . A ll doc um ents, records , tapes, or  ot h e r media of every  k i nd  and description con t aining  Confiden ti a l  In formation o r othe rwi se re l ating to the business , present  or ot h e r w i se , of  the Protected  Parties, and  any  cop i es, in whole or in part , thereof (" Do c ument s") , whethe r or not p r epared by Exe cutive , and any and a ll eq uipm ent  or other  tang i b l e persona l property 
        provided by the  Bank for   Execut i ve's use ("Co mpany Prop e rty" ), is th e  so l e  and  exclusive  property of the Bank. Exec uti ve must safeguar d a ll Documents and Company Property, and must sur r ender to  th e Bank a t th e time  his emp l oyment t erm i nates , or at such earlier time(s) as the Board or it s designee m ay spec if y, all Documents and all Company Property then in Exec u tive's possession or
        control .
 
 Confiden tial Information. "Confidential Information" m eans any and all info rm at i on of th e Protected Parties that is not ge n era ll y k n ow n by the public, that is proprietary , or  that wou ld reasonably be considered confidential. Wit hout limi t in g t h e  generality  of th e
        foregoing , Confide n tial Information i nc lud es, but is not limi ted to, information relating to (A) the services or prod u cts sold o r offered by the Pro tected P arties,  (B)  t h e  costs , sources  of  s up p l y , financ i al p e rformance and s tra teg ic p l ans of the  Protected  Parties, (C) the ide ntit y and special n eeds of the c u stomers of the Protected 
        Parties, and (D) the people a nd organ i zat ion s  wi th whom the Protected  Parties h ave business relationships ,  and the  nature of  those r elat i onsh i ps. Confident i al I nformation also i n cludes comparable in fo rm at i o n that the Protected Parties h ave received belonging to othe r s , or that was received by a Protected Party with an understanding  that it  wou l d not be disclosed.
 
 Protected Parties. "Protected Parties " means the Bank, the Holding Compa n y, t h eir affi li ates,  and any d ir ect or i ndir ect s ub s idi ar i es thereof.
  No n so li ci t a ti o n . During the Term
        an d for a two-year period following the  term in a t ion of Execut i ve's employment for any reason ( th e " Restricted Period ") , Executive agrees that he w ill n ot directly or indir ect l y , w h ether fo r his  own accoun t or that of any other person or entity , attempt to or ac tu ally do any of th e following :
  
 
 solicit, d i vert , or accept any portion of th e business of a n y C u stomer of a Prot ec ted Party w ith r espect to any product or service that i s the sa m e as , si mil ar to , a substitute for , or compe titi ve wit h any produ ct or serv i ce offere d by such Prot ected P art i es;
  
 induc e any C u sto m e r of a Protected Party to cease doing business with such Protected Par t y or to reduce
        the vo l ume of busin ess they do wit h s uch Pr otected Party ;
 
 
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  provide any advice to or otherwise induce a Customer of a Protected Party to cease doing business with such Protected Party or to reduce the volume of
        business it  does with such Protect ed Part y;
 
  in any othe r way interfere with a Protected Party’s business or the relationsh i p between a Protected Party and
        any other person or entity;
 
  in any manner recruit , solicit , induce, entice , or persuade any Employee of a Protected Party to terminate
        or change the Emp lo yee's employment or other re lati onship with such Protec ted Party or d i scuss the prospect of an Employee of a Protected Party leaving or changing em ployment with such Protected Party; o r
 
 hire,  or induce the hiring of any Employee of a Protected Party.
 
  For purposes of this Section
        6(b) and Section 6(c) , (x) the term "Customer" m eans any person or ent i ty that is , or was within the one-year period immediately prior to the termination of Executive's employment , an actual or prospective customer or client of a Protected Party ; and (y) the term " E mplo yee" means any person or entity that is , o r was dur in g the Term, an employee , independent contractor, director , officer, or agent of a Protected Party or any person or

        entity whose e ngagement as an employee , independent contractor, director , officer , or agent of a Protect e d Part y ended during the Term or the six-month period immediately following Execut i ve's termination.
 No Competition . Executive ag re es that during the Term and th e Restricted Period, he wi ll not:
 
  directly or indirectly,  individually or as
        a consultant,  emp l oyee,  officer. director , stockho l der , partner or other owner or part i cipant i n any entity or venture other than the Bank, accept any pos i tion
        or perform any services for a Compet i tor in a n y Indiana County in which the Bank then has an office or branch or any Indiana County
        adjacent to a County where the Bank has a branch ; or
 
 seek or accept emp l oyment with a
        Customer of the Bank for the perfo r mance , management,  o r supervis i on of services that m i ght otherwise be provided b y the Bank in any Indiana County in which the Bank then has an office or branch or any Indiana  County
        adjacent to a County where the Bank has a branch .
   
 For purposes of this Sect i on 6(c),  the t erm "C ompetitor " means any entity or venture other than the Bank that competes with any business in wh i c h the Bank or its affiliates
        is engaging  or in which the Bank or such affiliates plan to engage.
 
 Tolling of Restrict ed Period . I f Exec utive violates any of the restrictive covenants in Sections 6(b) or (c) , then the Re s tricted Period will be to ll ed or will not begin to run , as the case may
        be, until the date on which Executive ceases to be i n violation of such covenant.
  
 Non-Disparagement . Execut i ve agrees and covenan t s that h e will not at any time make,  pub li sh,  or communicate to any person or ent i ty or in any public forum any defamatory or
 
 
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 d i sparagi n g re m ar k s , com m e n ts , o r stateme nt s concern in g a n y P ro t ected P arty, i t s b us in esses , or any of i t s e mpl oyees , office r s , exis t i n g a nd p rospec ti ve c u stome r s, su ppli e r s , in ves t o r s , a n d ot h er assoc i ated  thi r d parties.
 
 Exce pt ions . Nothi n g i n t hi s Sec t io n 6 pro hi bits Exec uti ve fro m p u r chasi n g or ow ni ng l ess tha n five perce nt (5%) of the pu bli cly trade d secur i ties of any en t ity , bu t on l y i f s u ch ownersh i p rep r ese n ts a passive inves t me n t and th a t Exec ut ive is n ot a co n t r o llin g perso n of , or a m e m be r of a group th at co n tro l s , suc h entity. In add i t i o n , thi s Sec t ion 6 d oes n ot, i n any way , r estrict or i mpe d e Execut i ve from ( i ) exercis i ng pro t ecte d ri g ht s  to  the  exte n t th at  such  rig ht s ca nn ot be wa i ved by agree m e n t or ( ii ) com pl y i ng wi th a n y appl i cab l e l aw o r reg u lat i on o r a va li d order of a court of competent j u ri s di c ti on  or  a n authorize d gove rnm e nt agency , p r ovi d ed  that suc h co mpli a n ce d oes n ot exceed th at requ i red by th e l aw , r eg ul a ti o n , o r or d er. Exec u t i ve m ust promptl y prov id e w ri tte n notice of any such comp l iance t o the B a nk.
 
  E quit ab l e R e m edies . Exec u t i ve acknowledges that the restrictions contained in t hi s Sect i on 6 , i n view of th e natu r e of the business in  w h ic h the Bank i s engage d , a r e reasonable and necessary in o rd er to protect the legitimate business interests of the B a n k a n d its affi l iates. T h e Bank and Exec u tive acknow l edge an d ag r ee th at a n y b r eac h or th rea t ene d br eac h of the provisions of
        th i s Sec ti on 6 would cause irr e p arab l e i nju ry an d t h at a r e m e d y at l aw wou l d be i nade qu ate. Th e r efo r e , in the even t of a b reach or a threa t e n ed br eac h by  Execut i ve  of  a n y provisio n of th i s Sect i o n 6 , t h e Ba nk i s ent i t l e d t o an inj unc t io n or oth e r eq uit able r e l ief i n any  co u rt of competent j u r i sd i ction res t rai nin g Exec ut ive fro m t h e  commissi o n  of  s u ch br eac h w i tho ut any bond or othe r sec uri ty be i ng requi r ed an d w ith o ut th e necess i ty of s h ow i ng actua l da m ages , an d to  recov e r  i t s  attorneys ' fees , cos t s , a n d  expe n ses  re l ated  to  t h e b r eac h or threat e ned breach. Nothing co nt a i ned here i n s h o ul d be construed as p ro hi b i t i ng th e B a nk from p ur s u i n g any othe r r emed i es ava il able to i t fo r s u c h b r eac h o r t hr ea t ene d br each,  in cl ud ing th e recove r y of mo n ey da m ag e s . Th e cov e nan t s an d d isclos u res in this Agreement must be construed as i ndepende n t of any other provisions in this Agreement , and the existence of any c l a im or cau s e of action by E xec ut ive aga i ns t t h e Ba n k, w h e th e r pred i cated on this Agreement or otherw i se does n ot constit ut e a defe n se to th e e n fo rc e m en t b y t h e Bank of such cove n a n ts and agre e ments.
 
 7.Miscellaneous
 
   No Con fli cts .  Execut i ve r e pr ese n ts and wa r ra nt s th a t ( i ) en t eri n g int o and pe r for min g u n de r th i s Agreeme n t wi ll not v i ola t e any con tra c t t o w h ic h Exec u t i ve i s a party ; (ii) Execut i v e is not pa rt y to a n y co n tract o r su b jec t t o any rest r ict i o n s th a t wo ul d i m p ai r h i s ab ili ty t o fu ll y pe r form under t hi s Agree m e n t; ( iii ) e n te rin g i nto and p e r form i ng u n d er th i s Agreement wi ll not br e ac h o r g i ve ri se t o a n y cause of act i on aga i nst Exec u t i ve o r t h e B a nk u nde r t h e terms of a n y co ntr act t o wh i ch he i s a pa r ty; (iv) Execut i ve h as disclosed to th e Ba nk a n y r es tri ctive covenants (i n cl u d i ng n onco m pet i t i on, n onso li c i tat i o n , a n d co n fide n t i ali t y) a pp lica b le to h i m u n de r a n y contract t o which he is or
        was a p a rt y .
  
  A ssignmen t . T h e se r v i ces to be re n dered by Exec u tive un de r t hi s Agree m ent are uni qu e a n d persona l , and Exec u t i ve may no t ass i g n any o f Executive's ri g h ts o r d e l egate any of Exec ut ive's dut ies u n d er th i s Agreement. Excep t as pr ov id e d i n th e immed i a t e l y precedi n g sentence , this Agreem e nt sha ll be n efit Execu t ive a n d Exec ut ive's he i rs a n d personal
 
 
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 representatives. The Bank may freely assign its obligations hereunder to any affil i ate or any entity in to which the Bank merges or consolidates o r to which the Bank transfers all or substantially all of its assets.
  
 Severab ilit y . The provisions of this Agreement are severab l e. If any  provision of this Agreement or application  t h ereof i s determined by  a court of competent  jurisdiction  to be invalid , illegal , or otherwise unenforceable ( in w hol e or in part), the valid it y , legality , or enforceability
        of all other applications of that  provision , and  of  all  other provisions  and applications of this
        Agreement , will not in any way be affected. Such invalid , illegal , or unenforceable provision or app lic at i on will be deemed not to be a part of this Agreement, and this
        Agreement will then be enforced to the maximum extent allowed by applicable law. If any provision of this Agreement is invalid in part or in whole, it will be deemed to have been amended, whether as to time, area covered or otherwise, as and to the
        extent required for its validity under applicab l e
        law and , as so amended , wi ll be enforceab l e.
  
 (d) Notices . Any notice or consent r equ ir ed or perm itt ed hereunder s h all be deemed to have been given when hand-delivered , three bus in ess days after mailing by certified mail, postage prepaid and return-receipt requested , one
        business day after mailing by a r ecognized overnight carr i er, o r upo n confirmation of delivery  by electro n ic m ail, in each case to the intended recipient at the following address (or at such other address as either party may  notify  the other):
  
  If to the B ank:
  Cha irm a n of the Board of Directors
 
 Mid - Sout h ern Savings Bank , FSB 300 N . Water Street
  Sa l em,  Indiana 47 1 67
 
 With a copy (w hi ch does not constitute notice) to: Attn : R.
        James Straus
 Frost Brown Todd LLC
 400 West Market Street , Suite 3200 Louisville , Kentucky 40202
 
 
 If to Executive:
 
 Alexander G . Babey
   
 
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 Governing Law: Venue: Consent to Jurisdiction . This Agreement shall be construed  and enforced in accordance with the laws of the State of Indiana without regard to its conflicts of laws principles to the ex tent they would require or permit the application of the laws of any other jurisdiction. Subject to Section 6(g) , each of the parties irrevocably agrees that any l egal  action or proceeding arising out of or in connection with this Agreement  may be brought and determined in any Indiana state or federal court
        located in  (or  nearest  to)  Washington County , Indiana (or if such court lacks subject matter jurisdiction , in any appropriate Indiana s tat e or federal court) , and eac h of the parties irrevocably submits to the nonexclusiv e personal jurisdiction of the aforesaid courts, generally and unconditionally , with regard to any such action or proceeding
        arising out of or in connection w i th this Agreement. Each of the parties further agrees to accept service of process in any manner permitted by such courts. Each of the parties her e b y irrevocabl y and unconditionally waives , and
        agrees no t to assert , by way of motion or as a defense , counterclaim or otherwise , in any action or proceeding arising out of or in connection with this Ag reement , (a) any claim that it is not p erso nally subject to the jurisdiction of the above-named  courts for any reason other than the failure lawfully to serve process , (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such court (whether through service of notice, attachment prior to judgment , attachment in aid of execution of judgment , execution of judgment or otherwise) and (c) to the fullest extent permitted by law , that (i) the suit , action or proceeding in any such court is brought in an i nconvenient forum , (ii) the venue or forum of such suit , action or proceeding is im proper 
        or (iii) this Agreement , or the subject matter hereof , may not be enforced in or by any such court.
 
 Non-Waiver . A waiver of any provision of this Agreement must be in writing , and no such waiver will constitute a waiver of any other provision of this Agreement , whether or not s imilar. No failure to e nforce any pro v i sion of this Agreement may be treated as or deemed a wa i ver of such provision. No waiver or consent will constitute a continuing waiver or consent or commit any party to provide a waiver in the future except to the exte nt specifically set forth in wr i ting.
 
 E ntire Agreement . This Agreement constitutes the e ntire understandin g and agreement between, and supersedes a ll other agreements, understandings and communications between the Bank or any of its affiliates and Executive. There are no other agreements, conditions or representations , oral or written , expressed or implied with regard thereto. This Agreement may be amended only in writing, signed by both
        parties.
   
 (h) Headings . The headings in this Agreement

        have been in serted solely for convenience of reference and shall not be considered in the i nterpretation or construction of this Agreement.
 
 (i) Co nstructionof Terms:Pronouns and Number. For avoidance of doubt , references in this Agreement to Exec utive' s termination of employment include a termination by the Bank , Execut i ve's resignation , th e end of Exec utive' s employment due to nonrenewal of thi s Agreeme nt , or any other event that causes
        Executive's employment to end pursuant to the term s of this Ag r ee m e nt. Wherever from the context it appears appropriate,  each term sta t ed in either the singular or the plural includ es the singular and th e plural , and pronouns stated
        in either the ma sculine, feminine,  or neuter ge nd er includes the masculine , feminine , and neuter gender .
 
 
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    Counte r parts . This Agreement may be executed any number of counterparts, each of which is deemed an
        orig i na l but all of w hi ch together constitute one and the same instrument. This Agreement may be executed and delivered by facs i m il e or o th er electronic transmission.
 Payments . A ll amounts payab l e under this Agreement shall be s ubj ect to such deductions and withholdings as the Bank reasonably determines should be w i thheld pursuant to any applicable l aw
        or regulation.
  
 (l) Survival . All provisions of this Agreement that by their nature sho uld surv i ve any expiration or termination of this Agreement will so survive, including without limitation the
        restrictive covenants contained in Sect i on 6.
 
 Tax Matters .
 
  Intent to Comply . Executive and the Bank agree and confirm that this Agreement is intended by both part i es to provide for compensation that is exempt from Code Sect i on
        409A as a short-term deferra l o r that does not constitute "deferred compensat ion " with i n the meaning of Code Sect i on 409A . This Agreement sha ll be interpreted, construed , and administered i n accordance with th i s agreed i ntent; provided that the Bank does not promise or warrant any tax treatment of compensation h ereunder.
        Exec u t i ve is r esponsible for obta i n i ng advice rega r ding all questions as to federal , state , l ocal i ncome, estate , payroll , or other tax
        conseque n ces arising under this Agreement. In the event provisions of this Agreement
        do not comply w i th Code Sectio n 409A,  Executive and the Bank agree to use reasonable

        business efforts to ame n d this Agree m ent as necessa r y t o br in g it into comp li ance with Code Section 409A wh il e , to the largest extent possible , main t ain i ng the econom i c interests hereunder of both parties. This Agreement sha ll not be amended or terminated
        in a manner that wou ld acce l erate or delay payments excep t as permitted under Treasury Regulat i ons under Code Section 409A .
 
 Specified Employee. Notwithstanding anyt h ing in this Agreement to the contrary , if Executive is a "specified  employee"  with i n the  meaning of Treasury  Regulation Section 1.409A- I( i ) (or any successor thereto) on Executive's t ermination of emp l oyment, any payments here und er triggered by Execut i ve's termination of  emp l oyment  and  that are  not separat i on pay under Treasury
        Regulations Section l.409A-l (b)(9) , short-ter m deferral pay , or otherwise exempt from Code Section 409A, shall not beg in to be paid unti l the earlier to occur of E xecut i ve's death or the date that i s six months and one day after Executive's term in ation of employment , and at that t i me , Executive wi ll receive in one lu mp  sum  payment  all  of  the  severance payment that would have been pa id to Executive during the first s i x months following Execut i ve's termination of emp l oyment. The Bank will determine , consistent with any guidance issued under Code Section 409A, the portion of severance payments that are required to be delayed , if any.
 
 
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 11
 
  IN WITNESS WHEREOF, and intending to be l egally bound hereby , Executive and the Bank have executed this Agreement as of the date first set fort h above.
 
 
 /s/Alexander G. Babey  
 
 MID-SOUTHERN SAVINGS BANK , FSB
 
 
 /s/Dana Dunbar
 
 
 
 
  
 
 
 
 
 
 Signature Page to Alexander Babey Executive Employment Agreement
 
 
 12
 
 WHEREAS
 WHEREAS
 WHEREAS
  
 "Change in Control"  "Exchange Act"), "Change in Control"
 
 
 
 
 
 IN WITNESS WHEREOF
 
  
 /s/Alexander G. Babey
  
  
 /s/Dana J. Dunbar
 
 
 
 FIRST AMENDMENT EXECUTIVE EMPLOYMENT AGREEMENT  This is the First Amendment (the “Amendment”) dated as of February 1, 2018 to the Executive
            Employment Agreement dated as of October 1, 2016 (the “Agreement”) between Mid-Southern Savings Bank, FSB (the “Bank”) and Alexander G. Babey (“Executive”). 1.         The Agreement is hereby amended so that the “Effective Date” as that term is used in the Agreement is February 1, 2018. 
            Unless earlier terminated pursuant to Section 5 of the Agreement, the initial term of the Agreement begins on the new Effective Date and ends on the three-year anniversary of the new Effective Date. 2.           All other terms of the Agreement remain in full force and effect. IN WITNESS WHEREOF, and intending to be legally bound hereby, Executive and the Bank have
            executed this Amendment as of February 1, 2018.    /s/Alexander G. Babey Alexander G. Babey   MID-SOUTHERN SAVINGS BANK, FSB  By:/s/Dana J. Dunbar Dana J. Dunbar, Chairman