Jerry Engle Employment Agreement


    Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

     

    This
      Agreement, made and dated as of July
      19,
      2005,
      by and between Lincoln Bank, a federal savings bank (“Employer”), and Jerry R.
      Engle, a resident of Johnson County, Indiana (“Employee”).

     

    W
      I T
      N E S S E T H

     

    WHEREAS,
      Employee is employed by Employer as its President and has made valuable
      contributions to the profitability and financial strength of
      Employer;

     

    WHEREAS,
      Employer desires to encourage Employee to continue to make valuable
      contributions to Employer’s business operations and not to seek or accept
      employment elsewhere;

     

    WHEREAS,
      Employee desires to be assured of a secure minimum compensation from Employer
      for his services over a defined term;

     

    WHEREAS,
      Employer desires to assure the continued services of Employee on behalf of
      Employer on an objective and impartial basis and without distraction or conflict
      of interest in the event of an attempt by any person to obtain control of
      Employer or Lincoln Bancorp (the “Holding Company”), the Indiana corporation
      which owns all of the issued and outstanding capital stock of
      Employer;

     

    WHEREAS,
      Employer recognizes that when faced with a proposal for a change of control
      of
      Employer or the Holding Company, Employee will have a significant role in
      helping the Boards of Directors assess the options and advising the Boards
      of
      Directors on what is in the best interests of Employer, the Holding Company,
      and
      its shareholders, and it is necessary for Employee to be able to provide this
      advice and counsel without being influenced by the uncertainties of his own
      situation;

     

    WHEREAS,
      Employer desires to provide fair and reasonable benefits to Employee on the
      terms and subject to the conditions set forth in this Agreement;

     

    WHEREAS,
      Employer desires reasonable protection of its confidential business and customer
      information which it has developed over the years at substantial expense and
      assurance that Employee will not compete with Employer for a reasonable period
      of time after termination of his employment with Employer, except as otherwise
      provided herein.

     

    NOW,
      THEREFORE, in consideration of these premises, the mutual covenants and
      undertakings herein contained and the continued employment of Employee by
      Employer as its President, Employer and Employee, each intending to be legally
      bound, covenant and agree as follows:

     

    1.  Upon
      the
      terms and subject to the conditions set forth in this Agreement, Employer
      employs Employee as its President, and Employee accepts such
      employment.

     

    2.  Employee
      agrees to serve as President and to perform such duties in those offices as
      may
      reasonably be assigned to him by Employer’s Board of Directors; provided,
      however, that such duties shall be performed in or from the offices of Employer
      currently located at 905 Southfield Drive, Plainfield, Indiana, and shall be
      of
      the same character as those previously performed by Employee and generally
      associated with the offices held by Employee. Employee shall render services
      to
      Employer as President in substantially the same manner and to substantially
      the
      same extent as Employee rendered his services to Employer before the date
      hereof. While employed by Employer, Employee shall devote substantially all
      his
      business time and efforts to Employer’s business during regular business hours
      and shall not engage in any other related business.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.  During
      the term of this Agreement, Employer shall nominate the Employee to successive
      terms as a member of Employer’s Board of Directors and shall use its best
      efforts to elect and re-elect Employee as a member of such Board and to cause
      Employee to be nominated, elected and re-elected as a member of Holding
      Company’s Board of Directors. Employee shall receive additional compensation and
      benefits as are provided from time to time to any other member of Employer’s
      Board of Directors who is also an officer of Employer, but the Employee
      acknowledges that currently there is no such additional compensation being
      paid
      and that there may never be any such additional compensation.

     

    4.  The
      term
      of this Agreement shall begin on the date set forth above (the “Effective Date”)
      and shall end on the date which is three years following such date; provided,
      however, that such term shall be extended automatically for an additional year
      on each anniversary of the Effective Date if Employer’s Board of Directors
      determines by resolution with respect to each such annual extension that the
      performance of the Employee has met the Board’s requirements and standards and
      that this Agreement should be extended for another year. Notwithstanding the
      foregoing, if either party hereto gives written notice to the other party not
      to
      so extend within ninety (90) days prior to such anniversary, or if the
      Employer’s Board of Directors does not adopt the resolution authorizing annual
      extension of the contract with respect to any annual period during the term
      of
      this Agreement, no further automatic extension shall occur and the term of
      this
      Agreement shall end two years subsequent to the anniversary as of which the
      notice not to extend or failure to extend for an additional year occurs (such
      term, including any extension thereof shall herein be referred to as the
“Term”). Notwithstanding the foregoing, the Term may end earlier upon the
      occurrence of any event described in Section 8.

     

    In
      the
      that this Agreement is not extended for an additional year pursuant to this
      Section 4, subject to the occurrence of another event described in Section
      8,
      compensation provided for herein (including Base Compensation) shall continue
      to
      be paid, and Employee shall continue to participate in the employee benefit,
      retirement, and compensation plans and other perquisites as provided in Sections
      5, 6 and 7 hereof through and until the end of the remaining two years of the
      Term. Any benefits payable under insurance, health, retirement and bonus plans
      as a result of Employee’s participation in such plans through such date shall be
      paid when due under those plans.

     

    5.  Employee
      shall receive an annual salary of $215,000 (“Base Compensation”) payable at
      regular intervals in accordance with Employer’s normal payroll practices now or
      hereafter in effect. Employer may consider and declare from time to time
      increases in the salary it pays Employee and thereby increases in his Base
      Compensation. Prior to a Change of Control, Employer may also declare decreases
      in the salary it pays Employee if the operating results of Employer are
      significantly less favorable than those for the fiscal year ending December
      31,
      2004, and Employer makes similar decreases in the salary it pays to other
      executive officers of Employer. After a Change in Control, Employer shall
      consider and declare salary increases based upon the following
      standards:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Inflation;

     

    Adjustments
      to the salaries of other senior management personnel; and

     

    Past
      performance of Employee and the contribution which Employee makes to the
      business and profits of Employer during the Term.

     

    Any
      and
      all increases or decreases in Employee’s salary pursuant to this Section shall
      cause the level of Base Compensation to be increased or decreased by the amount
      of each such increase or decrease for purposes of this Agreement. The increased
      or decreased level of Base Compensation as provided in this Section shall become
      the level of Base Compensation for the remainder of the Term of this Agreement
      until there is a further increase or decrease in Base Compensation as provided
      herein.

     

    6.  So
      long
      as Employee is employed by Employer pursuant to this Agreement, he shall be
      included as a participant in all present and future employee benefit,
      retirement, and compensation plans available to any management employee of
      Employer, consistent with his Base Compensation and his position as President
      of
      Employer, including, without limitation, Employer’s or the Holding Company’s
      401(k) plan, Stock Option Plan, Recognition and Retention Plan and Trust,
      Employee Stock Ownership Plan, and hospitalization, disability and group life
      insurance plans, each of which Employer agrees to continue in effect on terms
      no
      less favorable than those currently in effect as of the date hereof (as
      permitted by law) during the Term of this Agreement unless prior to a Change
      of
      Control the operating results of Employer are significantly less favorable
      than
      those for the fiscal year ending December 31, 2004, and unless (either before
      or
      after a Change of Control) changes in the accounting, legal, or tax treatment
      of
      such plans would adversely affect Employer’s operating results or financial
      condition in a material way, and the Board of Directors of Employer or the
      Holding Company concludes that modifications to such plans need to be made
      to
      avoid such adverse effects.

     

    7.  So
      long
      as Employee is employed by Employer pursuant to this Agreement, Employee shall
      receive reimbursement from Employer for all reasonable business expenses
      incurred in the course of his employment by Employer, upon submission to
      Employer of written vouchers and statements for reimbursement. Employee shall
      attend, upon the prior approval of Employer’s Board of Directors, those
      professional meetings, conventions, and/or similar functions that he deems
      appropriate and useful for purposes of keeping abreast of current developments
      in the industry and/or promoting the interests of Employer. So long as Employee
      is employed by Employer pursuant to the terms of this Agreement, Employer shall
      continue in effect vacation policies applicable to Employee no less favorable
      from his point of view than those written vacation policies in effect on the
      date hereof. So long as Employee is employed by Employer pursuant to this
      Agreement, Employee shall be entitled to office space and working conditions
      no
      less favorable than were in effect for him on the date hereof.

     

    8.  Subject
      to the respective continuing obligations of the parties, including but not
      limited to those set forth in subsections 10(A), 10(B), 10(C) and 10(D) hereof,
      Employee’s employment by Employer may be terminated prior to the expiration of
      the Term of this Agreement as follows:

     

    (A) Employer,
      by action of its Board of Directors and upon written notice to Employee, may
      terminate Employee’s employment with Employer immediately for cause. For
      purposes of this subsection 8(A), “cause” shall be defined as (i) personal
      dishonesty, (ii) incompetence, (iii) willful misconduct, (iv) breach of
      fiduciary duty involving personal profit, (v) intentional failure to perform
      stated duties, (vi) willful violation of any law, rule, or regulation (other
      than traffic violations or similar offenses) or final cease-and-desist order,
      or
      (vii) any material breach of any provision of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (B) Employer,
      by action of its Board of Directors may terminate Employee’s employment with
      Employer without cause at any time; provided, however, that the “date of
      termination” for purposes of determining benefits payable to Employee under
      subsection 9(B) hereof shall be the date which is 60 days after Employee
      receives written notice of such termination.

     

    (C) Employee,
      by written notice to Employer, may terminate his employment with Employer
      immediately for cause. For purposes of this subsection 8(C), “cause” shall be
      defined as (i) any action by Employer’s Board of Directors to remove the
      Employee as President of Employer, except for title changes contemplated by
      this
      Agreement and other promotions, if any, and except where the Employer’s Board of
      Directors properly acts to remove Employee from such office for “cause” as
      defined in subsection 8(A) hereof, (ii) any action by Employer’s Board of
      Directors to materially limit, increase, or modify Employee’s duties and/or
      authority as President of Employer, except for changes commensurate with
      promotions, if any, (iii) any failure of Employer to obtain the assumption
      of
      the obligation to perform this Agreement by any successor or the reaffirmation
      of such obligation by Employer, as contemplated in Section 21 hereof; or (iv)
      any material breach by Employer of a term, condition or covenant of this
      Agreement.

     

    (D) Employee,
      upon sixty (60) days written notice to Employer, may terminate his employment
      with Employer without cause.

     

    (E) Employee’s
      employment with Employer shall terminate in the event of Employee’s death or
      disability. For purposes hereof, “disability” shall be defined as Employee’s
      inability by reason of illness or other physical or mental incapacity to perform
      the duties required by his employment for any consecutive One Hundred Eighty
      (180) day period, provided that notice of any termination by Employer because
      of
      Employee’s “disability” shall have been given to Employee prior to the full
      resumption by him of the performance of such duties.

     

    9.  In
      the
      event of termination of Employee’s employment with Employer pursuant to Section
      9 hereof, compensation shall continue to be paid by Employer to Employee as
      follows:

     

    (A) In
      the
      event of termination pursuant to subsection 8(A) or 8(D), compensation provided
      for herein (including Base Compensation) shall continue to be paid, and Employee
      shall continue to participate in the employee benefit, retirement, and
      compensation plans and other perquisites as provided in Sections 5, 6 and 7
      hereof, through the date of termination specified in the notice of termination.
      Any benefits payable under insurance, health, retirement and bonus plans as
      a
      result of Employee’s participation in such plans through such date shall be paid
      when due under those plans. The date of termination specified in any notice
      of
      termination pursuant to subsection 8(A) shall be no later than the last business
      day of the month in which such notice is provided to Employee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (B) In
      the
      event of termination pursuant to subsection 8(B) or 8(C), compensation provided
      for herein (including Base Compensation) shall continue to be paid, and Employee
      shall continue to participate in the employee benefit, retirement, and
      compensation plans and other perquisites as provided in Sections 5, 6 and 7
      hereof, through the date of termination specified in the notice of termination.
      Any benefits payable under insurance, health, retirement and bonus plans as
      a
      result of Employee’s participation in such plans through such date shall be paid
      when due under those plans. In addition, Employee shall be entitled to continue
      to receive from Employer his Base Compensation at the rates in effect at the
      time of termination (1) for three additional l2-month periods if the termination
      follows a Change of Control or (2) for the remaining Term of the Agreement,
      but
      not less than six (6) months, if the termination does not follow a Change of
      Control. In addition, during such periods and except as otherwise specifically
      provided herein, Employer will maintain in full force and effect for the
      continued benefit of Employee each employee welfare benefit plan and each
      employee pension benefit plan (as such terms are defined in the Employee
      Retirement Income Security Act of 1974, as amended) in which Employee was
      entitled to participate immediately prior to the date of his termination unless
      an essentially equivalent and no less favorable benefit is provided by a
      subsequent employer of Employee. If the terms of any employee welfare benefit
      plan or employee pension benefit plan of Employer do not permit continued
      participation by Employee, Employer will arrange to provide to Employee a
      benefit substantially similar to, and no less favorable than, the benefit he
      was
      entitled to receive under such plan at the end of the period of coverage. For
      purposes of this Agreement, a “Change of Control” shall mean an acquisition of
“control” of the Holding Company or of Employer within the meaning of 12 C.F.R.
§574.4(a) (other than a change of control resulting from a trustee or other
      fiduciary holding shares of Common Stock under an employee benefit plan of
      the
      Holding Company or any of its subsidiaries). Notwithstanding anything to the
      contrary in the foregoing, any benefits payable under this subsection 9(B)
      shall
      be subject to the limitations on severance benefits set forth in Section 310
      of
      the OTS Thrift Activities Bulletin, as in effect on the Effective
      Date.

     

    (C) In
      the
      event of termination pursuant to subsection 8(E), compensation provided for
      herein (including Base Compensation) shall continue to be paid, and Employee
      shall continue to participate in the employee benefit, retirement, and
      compensation plans and other perquisites as provided in Sections 5, 6 and 7
      hereof, (i) in the event of Employee’s death, through the date of death, or (ii)
      in the event of Employee’s disability, through the date of proper notice of
      disability as required by subsection 8(E). Any benefits payable under insurance,
      health, retirement and bonus plans as a result of Employer’s participation in
      such plans through such date shall be paid when due under those
      plans.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (D) Employer
      will permit Employee or his personal representative(s) or heirs, during a period
      of three months following Employee’s termination of employment by Employer for
      the reasons set forth in subsections 8(B), (C) or (E), if such termination
      follows a Change of Control, to require Employer, upon written request, to
      purchase all outstanding stock options previously granted to Employee under
      any
      Holding Company stock option plan then in effect whether or not such options
      are
      then exercisable at a cash purchase price equal to the amount by which the
      aggregate “fair market value” of the shares subject to such options exceeds the
      aggregate option price for such shares. For purposes of this Agreement, the
      term
“fair market value” shall mean the higher of (1) the average of the highest
      asked prices for Holding Company shares in the over-the-counter market as
      reported on the NASDAQ system if the shares are traded on such system for the
      30
      business days preceding such termination, or (2) the average per share price
      actually paid for the most highly priced 1% of the Holding Company shares
      acquired in connection with the Change of Control of the Holding Company by
      any
      person or group acquiring such control.

     

    10.  In
      order
      to induce Employer to enter into this Agreement, Employee hereby agrees as
      follows:

     

    (A) While
      Employee is employed by Employer and for a period of three years after
      termination of such employment, Employee shall not divulge or furnish any trade
      secrets (as defined in IND. CODE § 24-2-3-2) of Employer or any
      confidential information acquired by him while employed by Employer concerning
      the policies, plans, procedures or customers of Employer to any person, firm
      or
      corporation, other than Employer or upon its written request, or use any such
      trade secret or confidential information directly or indirectly for Employee’s
      own benefit or for the benefit of any person, firm or corporation other than
      Employer, since such trade secrets and confidential information are confidential
      and shall at all times remain the property of Employer.

     

    (B) For
      a
      period of two years after termination of Employee’s employment by Employer for
      reasons other than those set forth in subsections 8(B) or (C) of this Agreement,
      Employee shall not directly or indirectly provide banking or bank-related
      services to or solicit the banking or bank-related business of any customer
      of
      Employer at the time of such provision of services or solicitation which
      Employee served either alone or with others while employed by Employer in any
      city, town, borough, township, village or other place in which Employee
      performed services for Employer while employed by it, or assist any actual
      or
      potential competitor of Employer to provide banking or bank-related services
      to
      or solicit any such customer’s banking or bank-related business in any such
      place. Notwithstanding the foregoing, the period for application of this
      restriction in subsection 10(B) shall be reduced from two years to six months
      following termination of Employee’s employment if Employer provides the notice
      not to extend for an additional year under Section 4 of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (C) While
      Employee is employed by Employer and for a period of one year after termination
      of Employee’s employment by Employer for reasons other than those set forth in
      subsections 8(B) or (C) of this Agreement, Employee shall not, directly or
      indirectly, as principal, agent, or trustee, or through the agency of any
      corporation, partnership, trade association, agent or agency, engage in any
      banking or bank-related business which competes with the business of Employer
      as
      conducted during Employee’s employment by Employer if Employee’s office with the
      competing business is within a radius of twenty-five (25) miles of Employer’s
      Greenwood office or within twenty-five (25) miles of Employer’s main office.
      (Notwithstanding the foregoing, ownership of less than 2% of a class of publicly
      held securities in any corporation shall not violate the provisions of this
      subsection (C).) Furthermore, notwithstanding the foregoing, the period for
      application of this restriction in subsection 10(C) shall be reduced from one
      year to six months following termination of Employee’s employment if Employer
      provides the notice not to extend for an additional year under Section 4 of
      this
      Agreement.

     

    (D) If
      Employee’s employment by Employer is terminated hereunder for any reason,
      Employee will turn over immediately thereafter to Employer all business
      correspondence, letters, papers, reports, customers’ lists, financial
      statements, credit reports or other confidential information or documents of
      Employer or its affiliates in the possession or control of Employee, all of
      which writings are and will continue to be the sole and exclusive property
      of
      Employer or its affiliates.

     

    If
      Employee’s employment by Employer is terminated during the Term of this
      Agreement for reasons set forth in subsections 8(B) or (C) of this Agreement,
      Employee shall have no obligations to Employer with respect to the
      noncompetition provisions under this Section 10.

     

    11.  Any
      termination of Employee’s employment with Employer as contemplated by Section 8
      hereof, except in the circumstances of Employee’s death, shall be communicated
      by written “Notice of Termination” by the terminating party to the other party
      hereto. Any “Notice of Termination” pursuant to subsections 8(A), 8(C) or 8(E)
      shall indicate the specific provisions of this Agreement relied upon and shall
      set forth in reasonable detail the facts and circumstances claimed to provide
      a
      basis for such termination.

     

    12.  If
      Employee is suspended and/or temporarily prohibited from participating in the
      conduct of Employer’s affairs by a notice served under section 8(e)(3) or (g)(1)
      of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e)(3) or (g)(1)),
      Employer’s obligations under this Agreement shall be suspended as of the date of
      service, unless stayed by appropriate proceedings. If the charges in the notice
      are dismissed, Employer shall (i) pay Employee all or part of the compensation
      withheld while its obligations under this Agreement were suspended and (ii)
      reinstate (in whole or in part) any of its obligations which were
      suspended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.  If
      Employee is removed and/or permanently prohibited from participating in the
      conduct of Employer’s affairs by an order issued under section 8(e)(4) or (g)(1)
      of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e)(4) or (g)(1)),
      all obligations of Employer under this Agreement shall terminate as of the
      effective date of the order, but vested rights of the parties to the Agreement
      shall not be affected.

     

    14.  If
      Employer is in default (as defined in section 3(x)(1) of the Federal Deposit
      Insurance Act), all obligations under this Agreement shall terminate as of
      the
      date of default, but this provision shall not affect any vested rights of
      Employer or Employee.

     

    15.  All
      obligations under this Agreement shall be terminated except to the extent
      determined that the continuation of the Agreement is necessary for the continued
      operation of Employer: (i) by the Director of the Office of Thrift Supervision
      or his or her designee (the “Director”), at the time the Federal Deposit
      Insurance Corporation enters into an agreement to provide assistance to or
      on
      behalf of Employer under the authority contained in Section 13(c) of the Federal
      Deposit Insurance Act; or (ii) by the Director at the time the Director approves
      a supervisory merger to resolve problems related to operation of Employer or
      when Employer is determined by the Director to be in an unsafe and unsound
      condition. Any rights of the parties that have already vested, however, shall
      not be affected by such action.

     

    16.  Anything
      in this Agreement to the contrary notwithstanding, in the event that the
      Employer’s independent public accountants determine that any payment by the
      Employer to or for the benefit of the Employee, whether paid or payable pursuant
      to the terms of this Agreement, would be non-deductible by the Employer for
      federal income tax purposes because of Section 280G of the Internal Revenue
      Code
      of 1986, as amended (the “Code”), then the amount payable to or for the benefit
      of the Employee pursuant to this Agreement shall be reduced (but not below
      zero)
      to the Reduced Amount. For purposes of this Section 16, the “Reduced Amount”
      shall be the amount which maximizes the amount payable without causing the
      payment to be non-deductible by the Employer because of Section 280G of the
      Code. Any payments made to Employee pursuant to this Agreement or otherwise,
      are
      subject to and conditional upon their compliance with 12 U.S.C. §1828(k) and
      FDIC regulation 12 C.F.R. Part 359 (Golden Parachute and Indemnification
      Payments) and any other regulations promulgated thereunder, to the extent
      applicable to such parties.

     

    17.  If
      a
      dispute arises regarding the termination of Employee pursuant to Section 8
      hereof or as to the interpretation or enforcement of this Agreement and Employee
      obtains a final judgment in his favor in a court of competent jurisdiction
      or
      his claim is settled by Employer prior to the rendering of a judgment by such
      a
      court, all reasonable legal fees and expenses incurred by Employee in contesting
      or disputing any such termination or seeking to obtain or enforce any right
      or
      benefit provided for in this Agreement or otherwise pursuing his claim shall
      be
      paid by Employer, to the extent permitted by law.

     

    18.  Should
      Employee die after termination of his employment with Employer while any amounts
      are payable to him hereunder, this Agreement shall inure to the benefit of
      and
      be enforceable by Employee’s executors, administrators, heirs, distributees,
      devisees and legatees and all amounts payable hereunder shall be paid in
      accordance with the terms of this Agreement to Employee’s devisee, legatee or
      other designee or, if there is no such designee, to his estate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19.  For
      purposes of this Agreement, notices and all other communications provided for
      herein shall be in writing and shall be deemed to have been given when delivered
      or mailed by United States registered or certified mail, return receipt
      requested, postage prepaid, addressed as follows:

    

      
        	 	
                If
                  to Employee:

              	
                Jerry
                  R. Engle

              
	 	 	
                345
                  South Oakwood Drive

              
	 	 	
                Greenwood,
                  IN 46142

              
	 	 	 
	 	
                If
                  to Employer:

              	
                Lincoln
                  Bank

              
	 	 	
                905
                  Southfield Drive

              
	 	 	
                P.O.
                  Box 510

              
	 	 	
                Plainfield,
                  Indiana 46168-0510

              


      

    

     

    or
      to
      such address as either party hereto may have furnished to the other party in
      writing in accordance herewith, except that notices of change of address shall
      be effective only upon receipt.

     

    20.  The
      validity, interpretation, and performance of this Agreement shall be governed
      by
      the laws of the State of Indiana, except as otherwise required by mandatory
      operation of federal law.

     

    21.  Employer
      shall require any successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business or
      assets of Employer, by agreement in form and substance satisfactory to Employee
      to expressly assume and agree to perform this Agreement in the same manner
      and
      same extent that Employer would be required to perform it if no such succession
      had taken place. Failure of Employer to obtain such agreement prior to the
      effectiveness of any such succession shall be a material intentional breach
      of
      this Agreement and shall entitle Employee to terminate his employment with
      Employer pursuant to subsection 8(C) hereof. As used in this Agreement,
“Employer” shall mean Employer as hereinbefore defined and any successor to its
      business or assets as aforesaid.

     

    22.  No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by Employee
      and
      Employer. No waiver by either party hereto at any time of any breach by the
      other party hereto of, or compliance with, any condition or provision of this
      Agreement to be performed by such other party shall be deemed a waiver of
      dissimilar provisions or conditions at the same or any prior subsequent time.
      No
      agreements or representations, oral or otherwise, express or implied, with
      respect to the subject matter hereof have been made by either party which are
      not set forth expressly in this Agreement. This Agreement supersedes and
      replaces the Employment Agreement dated as of August 2, 2004 between Lincoln
      Bank and Employee which shall terminate on the Effective Date hereof and
      thereupon be void and without further force and effect.

     

    23.  The
      invalidity or unenforceability of any provisions of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement
      which shall remain in full force and effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    24.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      agreement.

     

    25.  This
      Agreement is personal in nature and neither party hereto shall, without consent
      of the other, assign or transfer this Agreement or any rights or obligations
      hereunder except as provided in Section 18 and Section 21 above. Without
      limiting the foregoing, Employee’s right to receive compensation hereunder shall
      not be assignable or transferable, whether by pledge, creation of a security
      interest or otherwise, other than a transfer by his will or by the laws of
      descent or distribution as set forth in Section 18 hereof, and in the event
      of
      any attempted assignment or transfer contrary to this paragraph, Employer shall
      have no liability to pay any amounts so attempted to be assigned or
      transferred.

     

    IN
      WITNESS WHEREOF, the parties have caused the Agreement to be executed and
      delivered as of the day and year first above set forth.

     

    
      


      
        	 	
                LINCOLN
                  BANK

              
	 	 	 
	 	
                By:

              	 /s/
                John M. Baer
	 	 	
                John
                  M. Baer, Senior Vice President

              
	 	 	
                and
                  Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	
                “Employer”

              
	 	 	 
	 	 	 /s/
                Jerry R. Engle
	 	 	
                Jerry
                  R. Engle

              
	 	 	
                “Employee”

              


      

      
 

    

    The
      undersigned, Lincoln Bancorp, sole shareholder of Employer, agrees that if
      it
      shall be determined for any reason that any obligations on the part of Employer
      to continue to make any payments due under this Agreement to Employee is
      unenforceable for any reason, Lincoln Bancorp, agrees to honor the terms of
      this
      Agreement and continue to make any such payments due hereunder to Employee
      pursuant to the terms of this Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    During
      Employee’s active employment by Employer, Lincoln Bancorp shall nominate
      Employee to successive terms as a member of Lincoln Bancorp’s Board of Directors
      and as Lincoln Bancorp’s Chairman. Lincoln Bancorp shall use its best efforts to
      elect and re-elect Employee as a member of such Board and Chairman. While
      serving as the Chairman of Lincoln Bancorp and as a director of Lincoln Bancorp,
      Employee shall be entitled to the same benefits and compensation for services
      as
      provided to the Chairman and other employee directors of Lincoln
      Bancorp.

     

    
      


      
        	 	
                LINCOLN
                  BANCORP

              
	 	 	 
	 	
                By:

              	 /s/
                John M. Baer
	 	 	
                John
                  M. Baer, Secretary and Treasurer