Employment Agreement, dated July 29, 2005, between River Valley Financial Bank
      and Anthony D. Brandon


    

      EXHIBIT
        10.1

       

      EMPLOYMENT
        AGREEMENT

       

      THIS
        AGREEMENT entered into this 27th
        day of
        July, 2005, by and between River Valley Financial Bank, a federal savings
        bank
        (the “Bank”), and Anthony D. Brandon (the “Employee”). The parties agree,
        however, that the “Effective Date” of this Agreement shall be July 25,
        2005.

       

      WHEREAS,
        the Employee is being employed by the Bank as Executive Vice President and
        as
        such will perform valuable services for the Bank; and

       

      WHEREAS,
        the Board of Directors of the Bank believes it is in the best interests of
        the
        Bank to enter into this Agreement with the Employee in order to assure
        continuity of management of the Bank and to reinforce and encourage the
        continued attention and dedication of the Employee to his assigned duties;
        and

       

      WHEREAS,
        the parties desire by this writing to set forth the continuing employment
        relationship of the Bank and the Employee.

       

      NOW,
        THEREFORE, it is AGREED as follows:

       

      1.  Employment.
        The
        Employee is employed as Executive Vice President of the Bank. The Employee
        shall
        render such administrative and management services for the Bank as are currently
        rendered and as are customarily performed by persons situated in a similar
        executive capacity. The Employee shall also promote, by entertainment or
        otherwise, as and to the extent permitted by law, the business of the Bank.
        The
        Employee’s other duties shall be such as the Board of Directors (the “Board”) of
        the Bank may from time to time reasonably direct, including normal duties
        as an
        officer of the Bank.

       

      2.  Base
        Compensation.
        The
        Bank agrees to pay the Employee during the term of this Agreement a salary
        at
        the rate of $95,000 per annum, payable in cash not less frequently than monthly,
        and shall be effective and calculated commencing the Effective Date. The
        salary
        shall be reviewed annually by the Board of Directors of the Bank in January
        of
        each year commencing January of 2006 and any adjustment in the future on
        salary
        shall be effective on January 1st
        of each
        year.

       

      3.  Bonuses.
        The
        Employee shall participate in any year end bonus granted to other employees
        by
        the Board. The Employee shall further participate in an equitable manner
        with
        all other senior management employees of the Bank in discretionary bonuses
        that
        the Board may award from time to time to the Bank’s senior management employees.
        No other compensation provided for in this Agreement shall be deemed a
        substitute for the Employee’s right to participate in such discretionary
        bonuses.

       


      
        
           

        

        
           

          
            

          

        

        
           
4.  Benefits.

      

       

      (a)  Participation
        in Retirement, Medical and Other Plans.
        During
        the term of this Agreement, the Employee shall be eligible to participate
        in the
        following benefit plans: group hospitalization, disability, health, dental,
        sick
        leave, retirement, pension, and/or other present or future qualified plans
        provided by the Bank, generally, which benefits, taken as a whole, must be
        at
        least as favorable as those in effect on the Effective Date, unless the
        continued operation of such plans would adversely affect the Bank’s operating
        results or financial condition in a material way, the Bank’s Board of Directors
        concludes that modifications to such plans are necessary to avoid such adverse
        effects and such modifications apply consistently to all employees of the
        Bank.

       

      (b)  Employee
        Benefits; Expenses.
        The
        Employee shall be eligible to participate in any fringe benefits which are
        or
        may become available to the Bank’s senior management employees, including, for
        example, any stock option or incentive compensation plans, and any other
        benefits which are commensurate with the responsibilities and functions to
        be
        performed by the Employee under this Agreement. The Employee shall be reimbursed
        for all reasonable out-of-pocket business expenses which he shall incur in
        connection with his services under this Agreement, upon substantiation of
        such
        expenses in accordance with the policies of the Bank.

       

      5.  Term.
        The
        Bank hereby employs the Employee, and the Employee hereby accepts such
        employment under this Agreement, for the period commencing on the Effective
        Date
        and ending thirty six months thereafter (or such earlier date as is determined
        in accordance with Section 9). Additionally, on each annual anniversary date
        from the Effective Date, the Employee's term of employment shall be extended
        for
        an additional one-year period beyond the then effective expiration date,
        provided the Board determines in a duly adopted resolution that the performance
        of the Employee has met the Board's requirements and standards, and that
        this
        Agreement shall be extended. Only those members of the Board of Directors
        who
        have no personal interest in this Employment Agreement shall discuss and
        vote on
        the approval and subsequent review of this Agreement.

       

      6.  Loyalty;
        Noncompetition.

       

      (a)  During
        the period of his employment hereunder and except for illnesses, reasonable
        vacation periods, and reasonable leaves of absence, the Employee shall devote
        all his full business time, attention, skill, and efforts to the faithful
        performance of his duties hereunder; provided, however, from time to time,
        the
        Employee may serve on the Boards of Directors of, and hold any other offices
        or
        positions in, companies or organizations, which will not present any conflict
        of
        interest with the Bank or any of its subsidiaries or affiliates, or unfavorably
        affect the performance of Employee’s duties pursuant to this Agreement, or will
        not violate any applicable statute or regulation. “Full business time” is hereby
        defined as that amount of time usually devoted to like companies by similarly
        situated executive officers. During the term of his employment under this
        Agreement, the Employee shall not engage in any business or activity contrary
        to
        the business affairs or interests of the Bank, or be gainfully employed in
        any
        other position or job other than as provided above.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (b)  Nothing
        contained in this Paragraph 6 shall be deemed to prevent or limit the Employee’s
        right to invest in the capital stock or other securities of any business
        dissimilar from that of the Bank, or, solely as a passive or minority investor,
        in any business.

       

      (c)  While
        Employee is employed by the Bank and for a period of three years after
        termination of Employee’s employment by the Bank or by the Employee for reasons
        other than those set forth in Section 9 (d) hereof, the Employee shall not
        directly or indirectly, engage in any bank or bank-related business which
        competes with the business of the Bank as conducted during Employee’s employment
        by the Bank for any financial institution, including but not limited to banks,
        savings and loan associations, and credit unions within a fifty mile radius
        of
        Madison, Indiana.

       

      7.  Standards.
        The
        Employee shall perform his duties under this Agreement in accordance with
        such
        reasonable standards as the Board may establish from time to time. The Bank
        will
        provide Employee with the working facilities and staff customary for similar
        executives and necessary for him to perform his duties.

       

      8.  Vacation,
        Sick Leave and Disability.
        The
        Employee shall be entitled to fifteen days vacation annually and shall be
        entitled to the same personal time and sick leave, and disability leave as
        other
        employees of the Bank.

       

      The
        Employee shall not receive any additional compensation from the Bank on account
        of his failure to take a vacation, and the Employee shall not accumulate
        unused
        vacation leave from one fiscal year to the next. Personal time awarded each
        year
        can be converted to accumulated sick time to the extent authorized by the
        Board.

       

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

       

      9.  Termination
        and Termination Pay.
        Subject
        to Section 11 hereof, the Employee’s employment hereunder may be terminated
        under the following circumstances:

       

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

       

      (b)  Disability.

       

      (i)  The
        Bank
        may terminate the Employee’s employment, should the Employee become disabled, in
        a manner consistent with the Bank’s and the Employee’s rights and obligations
        under the Americans With Disabilities Act or other applicable state and federal
        laws concerning disability. For the purpose of

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      this
        Agreement, “Disability” means a physical or mental condition which substantially
        limits the employee’s ability to perform the essential functions of his
        position, as established by this Agreement, and which results in the Employee
        becoming eligible for long-term disability benefits under the Bank’s long-term
        disability plan.

       

      (ii)  During
        any period that the Employee shall receive disability benefits and to the
        extent
        that the Employee shall be physically and mentally able to do so, he shall
        furnish such information, assistance and documents so as to assist in the
        continued ongoing business of the Bank and, if able, shall make himself
        available to the Bank to undertake reasonable assignments consistent with
        his
        prior position and his physical and mental health. The Bank shall pay all
        reasonable expenses incident to the performance of any assignment given to
        the
        Employee during the disability period.

       

      (c)  Just
        Cause.
        The
        Board may, by written notice to the Employee, immediately terminate his
        employment at any time, for Just Cause. The Employee shall have no right
        to
        receive compensation or other benefits for any period after termination for
        Just
        Cause. Termination for “Just Cause” shall mean termination because of, in the
        good faith determination of the Board, 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 or regulation (other than traffic violations or similar offenses)
        or
        final cease-and-desist order, or material breach of any provision of this
        Agreement. Notwithstanding the foregoing, in the event of termination for
        Just
        Cause there shall be delivered to the Employee a copy of a resolution duly
        adopted by the affirmative vote of not less than a majority of the entire
        membership of the Board at a meeting of the Board called and held for that
        purpose (after reasonable notice to the Employee and an opportunity for the
        Employee, together with the Employee’s counsel, to be heard before the Board),
        such meeting and the opportunity to be heard to be held at least 30 days
        prior
        to such termination, finding that in the good faith opinion of the Board
        the
        Employee was guilty of conduct set forth above in the second sentence of
        this
        Subsection (c) and specifying the particulars thereof in detail.

       

      (d)  Without
        Just Cause; Constructive Discharge.

       

      (i)  The
        Board
        may, by written notice to the Employee, immediately terminate his employment
        at
        any time for a reason other than Just Cause, in which event the Employee
        shall
        be entitled to receive the following compensation and benefits (unless such
        termination occurs within the time period set forth in Section 11(b) hereof,
        in
        which event the benefits and compensation provided for in Section 11 shall
        apply): (i) the salary provided pursuant to Section 2 hereof, up to the date
        of
        termination of the term as provided in Section 5 hereof (including any renewal
        term) of this Agreement (the “Expiration Date”), and (ii) at the Employee’s
        election, either (A) cash in an amount equal to the cost to the Employee
        of
        obtaining all health, life, disability and other benefits (excluding stock
        options) which the Employee would have been eligible to participate in through
        the Expiration Date, based upon the benefit levels substantially equal to
        those
        that the Bank provided for the Employee at the date of termination
        of

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      employment,
        or (B) continued participation under such Bank benefit plans through the
        Expiration Date, but only to the extent the Employee continues to qualify
        for
        participation therein. All amounts payable to the Employee shall be paid,
        at the
        option of the Employee, either (I) in periodic payments through the Expiration
        Date, or (II) in one lump sum within ten (10) days of such
        termination.

       

      (ii)  The
        Employee may voluntarily terminate his employment under this Agreement, and
        the
        Employee shall thereupon be entitled to receive the compensation and benefits
        payable under Section 9(d)(1) hereof, within ninety (90) days following the
        occurrence of any of the following events, which has not been consented to
        in
        advance by the Employee in writing (unless such voluntary termination occurs
        within the time period set forth in Section 11(b) hereof, in which event
        the
        benefits and compensation provided for in Section 11 shall apply): (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; (ii) a material reduction in the Employee’s base compensation, unless
        part of an institution-wide reduction; (iii) the failure by the Bank to continue
        to provide the Employee with compensation and benefits provided for under
        this
        Agreement, 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 the Employee now or hereafter becomes a participant, or the
        taking of any action by the Bank which would directly or indirectly reduce
        any
        of such benefits or deprive the Employee of any material fringe benefit enjoyed
        by him, unless part of an institution-wide reduction; (iv) the assignment
        to the
        Employee of duties and responsibilities materially different from those normally
        associated with his position as referenced in Section 1; or (v) a material
        diminution or reduction in the Employee’s responsibilities or authority
        (including reporting responsibilities) in connection with his employment
        with
        the Bank.

       

      (iii)  Notwithstanding
        the foregoing, but only to the extent required under federal banking law,
        the
        amount payable under clause (d)(1)(i) hereof shall be reduced to the extent
        that
        on the date of the Employee’s termination of employment, the present value of
        the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the
        limitation on severance benefits that is set forth in Regulatory Bulletin
        27a of
        the Office of Thrift Supervision, as in effect on the Effective Date. In
        the
        event that Section 280G of the Internal Revenue Code of 1986, as amended
        (the
“Code”), becomes applicable to payments made under this Section 9(d), and the
        payments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, the
        payments shall be reduced as provided by Section 11(a)(2) of this
        Agreement.

       

      (e)  Termination
        or Suspension Under Federal Law.

       

      (i)  If
        the
        Employee is removed and/or permanently prohibited from participating in the
        conduct of the Bank’s affairs by an 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) and
        (g)(1)), all obligations of the Bank under this Agreement

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      shall
        terminate, as of the effective date of the order, but vested rights of the
        parties shall not be affected.

       

      (ii)  If
        the
        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.

       

      (iii)  All
        obligations under this Agreement shall terminate, except to the extent
        determined that continuation of this Agreement is necessary for the continued
        operation of the Bank; (i) by the Director of the Office of Thrift Supervision
        (“Director of OTS”), 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 the authority contained in Section
        13(c) of FDIA; or (ii) by the Director of the OTS, or his or her designee,
        at
        the time that the Director of the OTS, or his or her designee approves a
        supervisory merger to resolve problems related to operation of the Bank or
        when
        the Bank is determined by the Director of the OTS to be in an unsafe or unsound
        condition. Such action shall not affect any vested rights of the
        parties.

       

      (iv)  If
        a
        notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3)
        or (g)(1) suspends and/or temporarily prohibits the Employee 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 are dismissed, the
        Bank
        may in its discretion (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.

       

      (f)  Voluntary
        Termination by Employee.
        Subject
        to Section 11 hereof, the Employee may voluntarily terminate employment with
        the
        Bank during the term of this Agreement, upon at least ninety (90) days’ prior
        written notice to the Board of Directors, in which case the Employee shall
        receive only his compensation, vested rights and employee benefits up to
        the
        date of his termination (unless such termination occurs pursuant to Section
        9(d)(2) hereof, in which event the benefits and compensation provided for
        in
        section 9(d) shall apply).

       

      10.  No
        Mitigation.
        The
        Employee shall not be required to mitigate the amount of any payment provided
        for in this Agreement by seeking other employment or otherwise and no such
        payment shall be offset or reduced by the amount of any compensation or benefits
        provided to the Employee in any subsequent employment.

       

      11.  Change
        in Control.

       

      (a)  Change
        in Control; Involuntary Termination.

       

      (i)  Notwithstanding
        any provision herein to the contrary, if the Employee’s employment under this
        Agreement is terminated by the Bank, without the Employee’s prior written
        consent and for a reason other than Just Cause, in connection with or within
        twelve (12) months after any Change in Control of the

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Bank,
        the
        Employee shall, subject to paragraph (2) of this Section 11(a), be paid an
        amount equal to the difference between (i) the product of 2.99 times his
“base
        amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated
        thereunder (the “Maximum Amount”), and (ii) the sum of any other parachute
        payments (as defined under Section 280G(b)(2) of the Code) that the Employee
        receives on account of the Change in Control. Said sum shall be paid in one
        lump
        sum within ten (10) days of such termination. This paragraph would not apply
        to
        a termination of employment due to death, disability or voluntary termination
        by
        the Employee.

       

      (ii)  In
        the
        event that the Employee and the Bank jointly determine and agree that the
        total
        parachute payments receivable under clauses (i) and (ii) of Section 11(a)(1)
        hereof exceed the Maximum Amount, notwithstanding the payment procedure set
        forth in Section 11(a)(1) hereof, the Employee shall determine which and
        how
        much, if any, of the parachute payments to which he is entitled shall be
        eliminated or reduced so that the total parachute payments to be received
        by the
        Employee do not exceed the Maximum Amount. If the Employee does not make
        his
        determination within ten business days after receiving a written request
        from
        the Bank, the Bank may make such determination, and shall notify the Employee
        promptly thereof. Within five business days of the earlier of the Bank’s receipt
        of the Employee’s determination pursuant to this paragraph or the Bank’s
        determination in lieu of a determination by the Employee, the Bank shall
        pay to
        or distribute to or for the benefit of the Employee such amounts as are then
        due
        the Employee under this Agreement.

       

      (iii)  As
        a
        result of uncertainty in application of Section 280G of the Code at the time
        of
        payment hereunder, it is possible that such payments will have been made
        by the
        Bank which should not have been made (“Overpayment”) or that additional payments
        will not have been made by the Bank which should have been made
        (“Underpayment”), in each case, consistent with the calculations required to be
        made under Section 11(a)(1) hereof. In the event that the Employee, based
        upon
        the assertion by the Internal Revenue Service against the Employee of a
        deficiency which the Employee believes has a high probability of success,
        determines that an Overpayment has been made, any such Overpayment paid or
        distributed by the Bank to or for the benefit of Employee shall be treated
        for
        all purposes as a loan ab initio which the Employee shall repay to the Bank
        together with interest at the applicable federal rate provided for in Section
        7872(f)(2)(B) of the Code; provided, however, that no such loan shall be
        deemed
        to have been made and no amount shall be payable by the Employee to the Bank
        if
        and to the extent such deemed loan and payment would not either reduce the
        amount on which the Employee is subject to tax under Section 1 and Section
        4999
        of the Code or generate a refund of such taxes. In the event that the Employee
        and the Bank determine, based upon controlling precedent or other substantial
        authority, that an Underpayment has occurred, any such Underpayment shall
        be
        promptly paid by the Bank to or for the benefit of the Employee together
        with
        interest at the applicable federal rate provided for in Section 7872(f)(2)(B)
        of
        the Code.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (iv)  A
“Change
        in Control” shall be deemed to have occurred if:

       

      1)  as
        a
        result of, or in connection with, any public offering, tender offer or exchange
        offer, merger or other business combination, sale of assets or contested
        election, any combination of the foregoing transactions, or any similar
        transaction, the persons who were non-employee directors of the Bank or a
        holding company controlling the Bank before such transaction (the “Continuing
        Directors”) cease to constitute a majority of the Board of Directors of the Bank
        or such holding company or any successor thereof;

       

      2)  the
        Bank
        or a holding company controlling the Bank transfers substantially all of
        its
        assets to another corporation which is not a wholly owned subsidiary of the
        Bank
        or such holding company;

       

      3)  the
        Bank
        or a holding company controlling the Bank sells substantially all of the
        assets
        of a subsidiary or affiliate which, at the time of such sale, is the principal
        employer of the Employee; or

       

      4)  the
        Bank
        or a holding company controlling the Bank is merged or consolidated with
        another
        corporation and, as a result of the merger or consolidation, less than fifty
        one
        percent (51%) of the outstanding voting securities of the surviving or resulting
        corporation is owned in the aggregate by the former stockholders of the Bank
        or
        of such holding company controlling the Bank.

       

      Notwithstanding
        the foregoing, but only to the extent required under federal banking law,
        the
        amount payable under Subsection(a) of this Section 11 shall be reduced to
        the
        extent that on the date of the Employee’s termination of employment, the amount
        payable under Subsection(a) of this Section 11 exceeds the limitation on
        severance benefits that is set forth in Regulatory Bulletin 27a of the Office
        of
        Thrift Supervision, as in effect on the Effective Date.

       

      (b)
         Change
        in Control; Voluntary Termination.
        Notwithstanding any other provision of this Agreement to the contrary, but
        subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate
        his
        employment under this Agreement within twelve (12) months following a Change
        in
        Control of the Bank, as defined in paragraph (a)(4) of this Section 11, and
        the
        Employee shall thereupon be entitled to receive the payment described in
        Section
        11(a)(1) of this Agreement, within ninety (90) days following the occurrence
        of
        any of the following events, which has not been consented to in advance by
        the
        Employee in writing; (i) the requirement that the Employee perform his principal
        executive functions more than thirty (30) miles from his primary office as
        of
        the date of the Change in Control; (ii) a material reduction in the Employee’s
        base compensation as in effect on the date of the Change in Control or as
        the
        same may be changed by mutual agreement from time to time, unless part of
        an
        institution-wide reduction; (iii) the failure by the Bank to continue to
        provide
        the Employee with compensation and benefits provided for under this Agreement,
        as the same may be increased from time to time, or with benefits substantially
        similar to those provided to him under any employee benefit in which the
        Employee is a participant at the time of the Change in Control, or the taking
        of

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      any
        action which would materially reduce any of such benefits or deprive the
        Employee of any material fringe benefit enjoyed by him at the time of the
        Change
        in Control, unless part of an institution-wide reduction; (iv) the assignment
        to
        the Employee of duties and responsibilities materially different from those
        normally associated with his position as referenced at Section 1; or (v)
        a
        material diminution or reduction in the Employee’s responsibilities or authority
        (including reporting responsibilities) in connection with his employment
        with
        the Bank.

       

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

       

      (d)  Trust.

       

      (i)  Within
        five business days before or after a Change in Control as defined in Section
        11(a) of this Agreement which was not approved in advance by a resolution
        of a
        majority of the Continuing Directors of the Bank, the Bank shall (i) deposit,
        or
        cause to be deposited, in a grantor trust (the “Trust”), designed to conform
        with Revenue Procedure 93-64 (or any successor) and having a trustee independent
        of the Bank, an amount equal to 2.99 times the Employee’s “base amount” as
        defined in Section 280G(b)(3) of the Code, and (ii) provide the trustee of
        the
        Trust with a written direction to hold said amount and any investment return
        thereon in a segregated account for the benefit of the Employee, and to follow
        the procedures set forth in the next paragraph as to the payment of such
        amounts
        from the Trust.

       

      (ii)  During
        the twelve (12) consecutive month period following the date on which the
        Bank
        makes the deposit referred to in the preceding paragraph, the Employee may
        provide the trustee of the Trust with a written notice requesting that the
        trustee pay to the Employee an amount designated in the notice as being payable
        pursuant to Section 11(a) or (b). Within three business days after receiving
        said notice, the trustee of the Trust shall send a copy of the notice to
        the
        Bank via overnight and registered mail, return receipt requested. On the
        tenth
        (10th) business day after mailing said notice to the association, the trustee
        of
        the Trust shall pay the Employee the amount designated therein in immediately
        available funds, unless prior thereto the Bank provides the trustee with
        a
        written notice directing the trustee to withhold such payment. In the latter
        event, the trustee shall submit the dispute to non-appealable binding
        arbitration for a determination of the amount payable to the Employee pursuant
        to Section 11(a) or (b) hereof, and the party responsible for the payment
        of the
        costs of such arbitration (which may include any reasonable legal fees and
        expenses incurred by the Employee) shall be determined by the arbitrator.
        The
        trustee shall choose the arbitrator to settle the dispute, and such arbitrator
        shall be bound by the rules of the American Arbitration Association in making
        his or her determination. The parties and the trustee shall be bound by the
        results of the arbitration and, within 3 days of the determination by the
        arbitrator, the trustee shall pay from the Trust the amounts required to
        be paid
        to the Employee and/or the Bank, and in no event

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      shall
        the
        trustee be liable to either party for making the payments as determined by
        the
        arbitrator.

       

      (iii)  Upon
        the
        earlier of (i) any payment from the Trust to the Employee, or (ii) the date
        twelve (12) months after the date on which the Bank makes the deposit referred
        to in the first paragraph of this subsection (d)(1), the trustee of the Trust
        shall pay to the Bank the entire balance remaining in the segregated account
        maintained for the benefit of the Employee. The Employee shall thereafter
        have
        no further interest in the Trust pursuant to this Agreement.

       

      (e)  In
        the
        event that any dispute arises between the Employee and the Bank as to the
        terms
        or interpretation of this Agreement, including this Section 11, whether
        instituted by formal legal proceedings or otherwise, including any action
        that
        the Employee takes to enforce the terms of this Section 11 or to defend against
        any action taken by the Bank, 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
        by a court of competent jurisdiction in favor of the Employee. Such
        reimbursement shall be paid within ten (10) days of Employee’s furnishing to the
        Bank written evidence, which may be in the form, among other things, of a
        canceled check or receipt, of any costs or expenses incurred by the
        Employee.

       

      Should
        the Employee fail to obtain a final judgment in favor of the Employee and
        a
        final judgment is entered in favor of the Bank, then the Bank shall be
        reimbursed for all costs and expenses, including reasonable Attorneys’ fees
        arising from such dispute, proceedings or actions. Such reimbursement shall
        be
        paid within ten (10) days of the Bank furnishing to the Employee written
        evidence, which may be in the form, among other things, of a canceled check
        or
        receipt, of any costs or expenses incurred by the Bank.

       

      12.  Stock
        Options.
        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 9(d) or 11(a), 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 stock option plan then in effect to the extent the options
        are vested 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 shares in the over-the-counter market as reported on the NASDAQ
        system or other exchange 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 shares acquired in connection
        with the Change of Control by any person or group acquiring such
        control.

       

      13.  Federal
        Income Tax Withholding.
        The
        Bank may withhold all federal and state income or other taxes from any benefit
        payable under this Agreement as shall be required pursuant to any law or
        government regulation or ruling.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      14.  Successors
        and Assigns.

       

      (a)  Bank.
        This
        Agreement shall not be assignable by the Bank, provided that this Agreement
        shall inure to the benefit of and be binding upon any corporate or other
        successor of the Bank which shall acquire, directly or indirectly, by merger,
        consolidation, purchase or otherwise, all or substantially all of the assets
        or
        stock of the Bank.

       

      (b)  Employee.
        Since
        the Bank is contracting for the unique and personal skills of the Employee,
        the
        Employee shall be precluded from assigning or delegating his rights or duties
        hereunder without first obtaining the written consent of the Bank; provided,
        however, that nothing in this paragraph shall preclude (i) the Employee from
        designating a beneficiary to receive any benefit payable hereunder upon his
        death, or (ii) the executors, administrators, or other legal representatives
        of
        the Employee or his estate from assigning any rights hereunder to the person
        or
        persons entitled thereunto.

       

      (c)  Attachment.
        Except
        as required by law, no right to receive payments under this Agreement shall
        be
        subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
        charge, pledge, or hypothecation or to exclusion, attachment, levy or similar
        process or assignment by operation of law, and any attempt, voluntary or
        involuntary, to effect any such action shall be null, void and of no
        effect.

       

      15.  Amendments.
        No
        amendments or additions to this Agreement shall be binding unless made in
        writing and signed by all of the parties, except as herein otherwise
        specifically provided.

       

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

       

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

       

      18.  Entire
        Agreement.
        This
        Agreement, together with any understanding or modifications thereof as agreed
        to
        in writing by the parties, shall constitute the entire agreement between
        the
        parties hereto and supersedes any other agreement between the parties hereto
        relating to the employment of the Employee

       


      
        
           

        

        
           

          
            

          

        

        
           

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

      

       

      
        	
                ATTEST:

              	 	
                RIVER
                  VALLEY FINANCIAL BANK

              
	 	 	 
	
                By:

              	 	 	
                By:

              	
                /s/
                  Matthew P. Forrester

              
	 	
                Lonnie
                  D. Collins, Secretary

              	 	 	
                Matthew
                  P. Forrester, President

              
	 	 	 	 	 
	 	 	 	 	
                /s/
                  Anthony D. Brandon

              
	 	 	 	 	
                Anthony
                  D. Brandon

              


      

      


       

      The
        undersigned, River Valley Bancorp, sole shareholder of Bank, agrees that
        if it
        shall be determined for any reason that any obligation on the part of Bank
        to
        continue to make any payments due under this Agreement to Employee is
        unenforceable for any reason, River Valley Bancorp agrees to honor the terms
        of
        this Agreement and continue to make any such payments due hereunder to Employee
        or to satisfy any such obligation pursuant to the terms of this Agreement,
        as
        though it were the Bank hereunder. 

       

      
        	 	 	
                RIVER
                  VALLEY BANK

              
	 	 	 
	 	 	 	
                By:

              	
                /s/
                  Matthew P. Forrester

              
	 	 	 	 	
                Matthew
                  P. Forrester, President