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72402867v1  CITIZENS COMMUNITY BANCORP, INC.  LONG-TERM INCENTIVE PLAN AWARD AGREEMENT  FOR PERFORMANCE-BASED RESTRICTED SHARES  Award Date: ___________________  RS No. ______  I. The Award and the Plan. As of the Award Date set forth above (the “Award Date”), Citizens Community Bancorp, Inc. (the “Company”) grants to _____________________ (“you”) the award (the “Award”) stated in this Long-Term Incentive Plan Award Agreement (this “Agreement”). The Award consists of Share Units representing a commitment to issue you Shares of the Company upon achievement of the Performance Criteria, as defined in the Appendix (the “Performance-Based Restricted Shares”), on the terms and conditions contained in this Agreement and the Citizens Community Bancorp, Inc. 2018 Equity Incentive Plan (the “Plan”). II. Terms of Performance-Based Restricted Share Grants. 2.1 Performance-Based Restricted Shares.  The commitment to issue you Shares of  the Company upon achievement of the Performance Criteria with respect to the  Performance-Based Restricted Shares shall be based on a Target number of  Shares.  The Target number of Shares pursuant to this Award of Performance- Based Restricted Shares is __________ Shares.  The number of Shares actually  issued to you, if any, upon achievement of the Performance Criteria shall be as  provided in the Appendix.  Upon expiration of the Performance Period, the Compensation Committee (the  “Committee”) will determine in its sole discretion whether the Performance  Criteria has been met. To the extent the Performance Criteria has been met,  Shares of the Company will be deemed to be earned by you, and the applicable  number of Shares will be delivered to you within 30 days after the Committee  makes such determination. The foregoing provisions of this Section 2.1  notwithstanding, upon the occurrence of a Change of Control, the Committee will  determine whether and to what extent the Performance Criteria has been attained  through the date of such Change of Control, and you will be deemed to have  earned the greater of (i) such number of Shares as would have been earned based  on the attainment of Target performance under the Performance Criteria or (ii)  such number of Shares as would be earned based on the actual Performance  Criteria attained as so determined by the Committee. You may not sell, assign,  pledge or otherwise transfer any rights to Performance-Based Restricted Shares  prior to the expiration of the Performance Period, or prior to the issuance of any  Shares earned during the Performance Period, other than by will or the laws of  descent and distribution.  2.2 Effect of Disability, Death or other Termination of Employment on  Performance-Based Restricted Shares. Your employment with the Company  may be terminated by your employer at any time for any reason (with or without  advance notice).  (a) Except as provided in (b) below, if your employment with the Company is terminated before the end of the Performance Period, for any reason, your Exhibit 10.12 





 






72402867v1     2    rights to all unearned Performance-Based Restricted Shares will be  forfeited.  (b) If your employment with the Company is terminated by reason of your  death or Disability, to the extent the Performance Criteria has been met as  of such date, you will be entitled to a pro-rated amount of Shares of the  Company. The pro-rated portion will equal a fraction of such earned  Shares, the numerator of which is the number of days during the  Performance Period you were employed through the date of termination of  employment and the denominator of which is 1,095. The Shares will be  delivered to you within 30 days after approval of the Performance Criteria.  2.3 Limitation of Rights Regarding Shares. You will not have any rights in any  Performance Based Restricted Shares prior to the expiration of the Performance  Period, and prior to the issuance of any Shares earned during the Performance  Period.  2.4 Income Taxes. Upon the issuance of any earned Shares relating to Performance- Based Restricted Shares, except as otherwise agreed, the Company will withhold  from such Shares a number of Shares having a Fair Market Value equal to the  amount of all applicable taxes required by the Company to be withheld upon the  issuance of Shares earned relating to Performance-Based Restricted Shares.  III. Restrictive Covenants.  3.1 Basis for Restrictions. You acknowledge and agree that the Company’s business,  technical, and customer information is established and maintained at great  expense to the Company and is of significant value to the Company, and that by  virtue of employment with the Company, you will have information pertaining to,  unique and extensive exposure to, and personal contact with, the Company’s  business, technical and customer information which would enable you to compete  unfairly with the Company.  As a result, and in consideration of the Company’s  grant and your acceptance of the Award set forth herein, you acknowledge and  agree that the restrictions set forth in this Section III are necessary and  enforceable to protect the Company’s business.  3.2 Confidential Information.  For purposes of this Agreement, “Confidential  Information” means information disclosed to you or known by you as a result of  or as disclosed in the course of your employment with the Company which is not  generally known to the public pertaining to the Company’s business, including,  but not limited to, operations, contracts, customers, customer lists, proposals,  research and development, procedures and protocols, operating models, financial  information, pricing, price lists, marketing methods, strategic planning  information, information stored in or developed for use with Company’s  computer systems, insurance plans, risk management information, or marketing  programs, and third-party information that the Company may learn from its  customers or clients.  Confidential Information shall include any such information  developed or created by you if the information was developed or created by you  while executing your duties for the Company or if the information was developed  or created by you based upon any Confidential Information that you learned by  





 






72402867v1     3    virtue of your employment with the Company.  Confidential Information shall not  include any information that you can demonstrate is in the public domain by  means other than disclosure by you, but shall include non-public compilations,  combinations, or analyses of otherwise public information.  3.3 Non-Disclosure or Use of Confidential Information. For as long as you shall  remain employed by the Company, and after termination of employment with the  Company for any reason, you shall not directly or indirectly, under any  circumstances, communicate or disclose to any person, firm, association,  corporation, company or any other third party, or use for your own benefit or the  benefit of any person or entity other than the Company, any Confidential  Information, and you will keep secret and in strict confidence and hold inviolate  said Confidential Information.  You further agree not to disclose to others or use  at any time after the termination of your employment with the Company any  Confidential Information that constitutes and remains a trade secret under the  Wisconsin Trade Secrets Act, as amended (Section 134.90 Wis. Stats.), any  Confidential Information that the Company received from a third party and  continues to hold in confidence, and any Confidential Information that you are  otherwise prohibited by law from disclosing to others or using.  The prohibitions  of this paragraph do not apply to Confidential Information after it has become  generally known and/or in the public domain through no fault of yours.  The  prohibitions of this paragraph also do not prohibit use of your general skills and  knowledge acquired during and prior to your employment by the Company, as  long as such use does not involve the use or disclosure of Confidential  Information.  3.4 Defend Trade Secrets Act. You understand that if you breach the provisions of  Section 3.3 above, you may be liable to the Company under the Defend Trade  Secrets Act of 2016 (“DTSA”).  You further understand that by providing you  with the following notice, the Company may recover from you its attorney fees  and exemplary damages if it brings a successful claim against you under the  DTSA:  Under the federal Defend Trade Secrets Act of 2016, you shall not be  held criminally or civilly liable under any federal or state trade secret law for the  disclosure of a trade secret that is made:  (a)(i) in confidence to a federal, state, or  local governmental official, either directly or indirectly, or to an attorney and (ii)  solely for the purpose of reporting or investigating a suspected violation of law or  (b) in a complaint or other document filed in a lawsuit or other proceeding, if such  filing is made under seal.  Without limiting the foregoing, if you file a lawsuit for  retaliation by the Company for reporting a suspected violation of law, you may  disclose the trade secret to your attorney and use the trade secret information in  the court proceeding, if you (i) file any document containing the trade secret  under seal and (ii) do not disclose the trade secret, except pursuant to court order.  3.5 Non-Solicitation of Customers. During your employment, and for a period of  twelve (12) months following the termination of your employment with the  Company for any reason, you shall not, directly or indirectly canvas, contact,  reply to, or solicit any “Active Customer” (as defined below) of the Company for  the purpose of selling, offering or providing products or services which are the  same as or substantially similar to the products or services provided by the  Company at any time during the “Reference Period” (as defined below).  “Active  





 






72402867v1     4    Customer” shall mean any person or entity which, within the 12-month period  prior to the termination of your employment with the Company (the “Reference  Period”), received any products or services supplied by or on behalf of the  Company; provided, however, “Active Customer” shall be further limited to those  customers of the Company: (i) with whom you had material business contact as  an employee of the Company during the Reference Period; (ii) whose dealings  with the Company were coordinated or supervised, in whole or in part, by you  during the Reference Period; or (iii) about whom you obtained Special  Knowledge (as defined below) as a result of your position with the Company  during the Reference Period. “Special Knowledge” means Confidential  Information that is used, possessed or acquired by or developed for the Company  in the course of soliciting, selling to or servicing a customer, including, but not  limited to, existing or proposed bids, pricing and cost information, margins,  negotiation strategies, sales strategies and information generated for customer  engagements.  3.6 Non-Solicitation of Company Personnel. During your employment and for a  further period of twelve (12) months beginning on the termination of your  employment with the Company for any reason, you agree that you shall not,  directly or indirectly, solicit, encourage or induce any employee, consultant,  contractor, or other agent of the Company with whom you had substantial contact  during the Reference Period and who has knowledge of Confidential Information  to terminate a relationship (employment or otherwise), or breach any agreement  with the Company.  3.7 Severability and Blue Penciling. To the extent that any provision of this Section  III shall be determined to be invalid or unenforceable as written, the validity and  enforceability of the remainder of such provision and of this Agreement shall be  unaffected.  If, at the time of enforcement of the covenants contained in this  Section III (collectively, the “Restrictive Covenants”), a court shall hold that the  duration, scope or area restrictions stated are unreasonable under circumstances  then existing, you and the Company agree that the maximum duration, scope or  area reasonable under such circumstances shall be substituted for the stated  duration, scope or area and that the court shall be allowed to revise the Restrictive  Covenants to cover the maximum duration, scope and area permitted by law.  3.8 Reasonable and Necessary. You have had the opportunity to consult with your  own legal counsel regarding the Restrictive Covenants and agree that the  Restrictive Covenants are reasonable in terms of duration, scope and area  restrictions and are necessary to protect the goodwill of the Company’s businesses  and agree not to challenge the validity or enforceability of the Restrictive  Covenants.  You agree that the provisions of this Section III are an essential  inducement to the Company to enter into this Agreement and they are in addition  to, rather than in lieu of, any similar or related covenants with the Company to  which you may be bound.  3.9 Remedies. If you breach, or threaten to commit a breach of any of the Restrictive  Covenants, the Company shall have the following rights and remedies, each of  which rights and remedies shall be independent of the others and severally  





 






72402867v1     5    enforceable, and each of which is in addition to, and not in lieu of, any other  rights and remedies available to the Company at law or in equity:  (a) The right and remedy to immediately cancel, and you would thereby  forfeit, any unearned Performance-Based Restricted Shares awarded under  this Agreement; and  (b) The right and remedy to have the Restrictive Covenants specifically  enforced by any court of competent jurisdiction, it being agreed that any  breach or threatened breach of the Restrictive Covenants would cause  irreparable injury to the Company and that money damages would not  provide an adequate remedy to the Company; and  (c) The right and remedy to require you to account for and pay over to the  Company any profits, monies or other benefits derived or received by you  as the result of any transactions constituting a breach of the Restrictive  Covenants; and  (d) The right to payment from you of the Company’s costs and reasonable  attorney fees incurred in successfully enforcing the Restrictive Covenants.  3.10 Survival. Notwithstanding any termination of this Agreement or your  employment with the Company, whether or not any Performance-Based  Restricted Shares have been earned, you shall remain bound by the provisions of  Section III of this Agreement which specifically relate to periods, activities or  obligations upon or subsequent to the termination of your employment.  IV. General Terms and Conditions.  4.1 Employment. This Agreement does not guarantee your continued employment  nor alter the right of the Company to terminate your employment at any time.   4.2 Terms of Plan. This Award is granted pursuant to the Plan and is subject to its  terms. The terms and provisions of the Plan as it may be amended from time to  time are hereby incorporated herein by reference. In the event of any conflict  between the provisions of this Agreement and the Plan, the provisions of the Plan  will govern. All determinations and interpretations made in the discretion of the  Committee shall be binding and conclusive upon you and your legal  representatives with regard to any question arising hereunder or under the Plan.  By your acceptance of this Award, you acknowledge receipt of a copy of the Plan  and your agreement to the terms and conditions of the Plan and this Agreement.  4.3 Capitalized Terms.  Capitalized terms not defined in the body of this Agreement  are defined in the Plan. Except as otherwise stated, all references to “Sections” or  “Articles” refer to Sections or Articles of this Agreement.  4.4 Governing Law. This Agreement is governed by the laws of the State of  Wisconsin, without regard to the conflict of law provisions.  4.5 Certificates for Shares. The Company may issue stock certificates or evidence  your interest in any Shares by using a restricted book entry account with the  





 






72402867v1     6    Company’s transfer agent. The Company shall hold any certificates for your  benefit until the Shares represented thereby become vested.  Any certificate(s) or  other document(s) delivered to you may bear a legend indicating restrictions on  transferability of the Shares pursuant to this Agreement and the Plan or any other  restrictions that the Committee may deem advisable.   4.6 Adjustments. If any change is made to the outstanding common stock or the  capital structure of the Company, the number and class of Shares covered by this  Agreement and the terms and conditions of this Agreement shall be appropriately  adjusted in any manner as contemplated by the Plan by the Committee, whose  determination shall be conclusive.  4.7 Amendment. The Committee may waive any conditions of or rights of the  Company or modify or amend the terms of this Agreement; provided, however,  that the Committee may not amend, alter, suspend, discontinue or terminate any  provision hereof which may adversely affect you without your (or your legal  representative’s) written consent.    4.8 Insider Trading Policy Acknowledgement.  You hereby acknowledge that you  have received, or have had access to, the Company’s Insider Trading Policy.  You  acknowledge, agree and understand that any purchase or sale of Shares, or any  attempted sale or transfer of the Shares, are subject to and governed by the  provisions of the Insider Trading Policy.  By executing this Agreement or  accepting this award, you agree to abide by and follow such the terms of the  Insider Trading Policy.  4.9 Entire Agreement. This Agreement, together with the Plan, constitute the entire  agreement relating to the subject matter hereof and supersede all previous and  contemporaneous communications, agreements and understandings between you,  on the one hand, and the Company or any of its affiliates, on the other hand.  4.10 Counterparts. This Agreement may be executed in counterparts, each of which  shall be deemed an original but all of which together will constitute one and the  same instrument. Counterpart signature pages to this Agreement transmitted by  facsimile transmission, by electronic mail in portable document format (.pdf), or  by any other electronic means intended to preserve the original graphic and  pictorial appearance of a document, will have the same effect as physical delivery  of the paper document bearing an original signature.         





 






  IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be  executed as of the date first above written.      CITIZENS COMMUNITY BANCORP, INC.        By: ________________________________  Name:   Title:       ACCEPTED:        By: ________________________________  Name:    _________________________________  (Street Address)    _________________________________  (City, State and Zip Code)    





 






72402867v1     8    APPENDIX  PERFORMANCE-BASED RESTRICTED SHARES  1. Performance Criteria; Performance Period; Performance Shares Earned. The  number of performance shares that may be earned under this Award is based on the attainment of  the following performance criteria (the “Performance Criteria”):  The performance of the Company, as determined by Return on Average Equity (ROAE), over  the period commencing on ________________ and ending on ____________________ (except  as set forth in the Agreement to which this Appendix is attached) (the “Performance Period”).  The number of performance shares that may be earned under this Award are as follows:  Performance Level Performance Achieved Number of Shares Earned  Below Threshold Less than 6.26% for the Performance Period 0 Shares  At Threshold 6.26% for the Performance Period 50% of Target Number of Shares  At Target 7.83% for the Performance Period 100% of Target Number of Shares  At Maximum 9.40% for the Performance Period 150% of Target Number of Shares  The number of performance shares earned will be interpolated on a linear basis for performance between  Threshold and Target and between Target and Maximum.     2. No Guaranteed Payout. The minimum number of shares which may be earned is zero  and the maximum number of shares which may be earned is 150% of the Target number of  Performance Shares. There is no minimum number of shares or other consideration that will be  paid out, and no shares will be earned if the performance achieved is below threshold for the  Performance Period.