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72358609v1  FIRST AMENDMENT TO   CITIZENS COMMUNITY BANCORP, INC.  2018 EQUITY INCENTIVE PLAN  THIS FIRST AMENDMENT TO THE CITIZENS COMMUNITY BANCORP,  INC. 2018 EQUITY INCENTIVE PLAN (this “Amendment”) is made effective as of March 2,  2022.  RECITALS  A. Citizens Community Bancorp, Inc., a Maryland corporation (the “Company”), adopted that certain 2018 Equity Incentive Plan (the “Plan”).  B. Section 10.2 of the Plan permits the Board of Directors of the Company (the “Board”) to amend the Plan. C. On the date hereof, the Board approved an amendment to change the definition of a Change in Control under the Plan.   NOW, THEREFORE, in consideration of the foregoing and for other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the Plan is hereby  amended as follows:  1. Change in Control.  The definition of “Change in Control” in Article II of the Plan is hereby amended and restated in its entirety to read as follows:  “Change in Control means any of the following events:  a change-in-control of a nature that would be required to be reported in response  to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities  Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is  then subject to such reporting requirement; or  the public announcement (which, for purposes of this definition, shall include,  without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the  Company or any “person” (as such term is used in Sections 13(d) and 14(d) of the  Exchange Act) that such person has become the “beneficial owner” (as defined in Rule  13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the  Company (i) representing 30% or more, but not more than 50%, of the combined voting  power of the Company’s then outstanding securities unless the transaction resulting in  such ownership has been approved in advance by the Continuing Directors (as hereinafter  defined); or (ii) representing more than 50% of the combined voting power of the  Company’s then outstanding securities (regardless of any approval by the Continuing  Directors); provided, however, that notwithstanding the foregoing, no Change-in-Control  shall be deemed to have occurred for purposes of this Plan by reason of the ownership of  30% or more of the total voting capital stock of the Company then issued and outstanding  by the Company, any subsidiary of the Company or any employee benefit plan of the  Company or of any subsidiary of the Company or any entity holding shares of the  Exhibit 10.5 





 






72358609v1  Common Stock organized, appointed or established for, or pursuant to the terms of, any  such plan (any such person or entity described in this clause is referred to herein as a  “Company Entity”); or  the Continuing Directors (as hereinafter defined), cease to constitute a majority of  the Company’s Board of Directors; or  the shareholders of the Company approve (i) any consolidation or merger of the  Company in which the Company is not the continuing or surviving company or pursuant  to which shares of Company stock would be converted into cash, securities or other  property, other than a merger of the Company in which shareholders immediately prior to  the merger have the same proportionate ownership of stock of the surviving company  immediately after the merger; (ii) any sale, lease, exchange or other transfer (in one  transaction or a series of related transactions) of all or substantially all of the assets of the  Company; or (iii) any plan of liquidation or dissolution of the Company.  For purposes of this definition, “Continuing Director” shall mean any person who is a  member of the Board of Directors of the Company, while such person is a member of the Board  of Directors, who is not an Acquiring Person (as defined below) or an Affiliate or Associate (as  defined below) of an Acquiring Person, or a representative of an Acquiring Person or of any such  Affiliate or Associate, and who (i) was a member of the Board of Directors on the date of this  Amendment; or (ii) subsequently becomes a member of the Board of Directors, if such person’s  initial nomination for election or initial election to the Board of Directors is recommended or  approved by a majority of the then Continuing Directors. For purposes of this definition,  “Acquiring Person” shall mean any “person” (as such term is used in Sections 13(d) and 14(d) of  the Exchange Act) who or which, together with all Affiliates and Associates of such person, is  the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) directly  or indirectly, of securities of the Company representing 30% or more of the combined voting  power of the Company’s then outstanding securities, but shall not include any Company Entity;  and “Affiliate” and “Associate” shall have their respective meanings ascribed to such terms in  Rule 12b-2 promulgated under the Exchange Act.”  2. Remaining Terms.  Except as expressly set forth in this Amendment, all other  terms and provisions of the Plan shall remain in full force and effect.  3. Governing Law.  This Amendment and the rights of the parties hereunder will be  governed by, interpreted, and enforced in accordance with the internal laws, without regard to  the law pertaining to choice or conflict of laws, of the State of Wisconsin.  4. Method of Execution.  This Amendment may be executed by pdf or other  electronic means.   5. Binding Effect.  This Amendment shall be binding upon the Company and  recipients of awards under the Plan, and their respective successors and permitted assigns.  [SIGNATURE PAGE FOLLOWS]  





 






72358609v1  IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the  date first written above.  Citizens Community Bancorp, Inc.  By:  ______________________________________  Name:    Its: