Exhibit 10.4


CHANGE IN CONTROL AGREEMENT


 


This Change in Control
Agreement (the “Agreement”) is made effective as of the ____ day of ________________, 2022 (the “Effective
Date”), by and between Van Wert Federal Savings Bank (the “Bank”), and Kylee J. Moody (the
 “Executive”). Any reference to the “Company” shall mean VWF Bancorp, Inc., the holding company
of the Bank.


 


RECITALS


 


WHEREAS, the Executive
is currently employed as an executive officer of the Bank;


 


WHEREAS, the Bank desires
to assure itself of the Executive’s continued active participation in the business of the Bank; and


 


WHEREAS, to induce
the Executive to remain in the employ of the Bank and in consideration of the Executive’s agreeing to remain in the employ of the
Bank, the parties desire to specify the severance benefits due to the Executive in the event his employment with the Bank terminates under
specified circumstances.


 


NOW THEREFORE, in consideration
of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:


 


		1.	TERM OF AGREEMENT



 


(a)              Term;
Renewal of Term. The term of this Agreement will begin as of the Effective Date and will continue for a period of two (2) years
(the “Term”). Commencing on the first anniversary date of this Agreement (the “Renewal Date”) and
continuing on each anniversary of the Renewal Date thereafter, the term of this Agreement shall renew for an additional year such that
the remaining term of this Agreement is two (2) years; provided, however, that in order for this Agreement to renew, the disinterested
members of the Board of Directors of the Bank (the “Board of Directors”) must take the following actions within the
following time frames prior to each Renewal Date: (i) at least thirty (30) days prior to the Renewal Date, conduct or review a comprehensive
performance evaluation of the Executive for purposes of determining whether to extend the Term; and (ii) affirmatively approve the renewal
or non-renewal of the Term, which decision will be included in the minutes of the meeting of the Board of Directors. If the decision
of the disinterested members of the Board of Directors is not to renew the Term, then the Board of Directors will provide the Executive
with a written notice of non-renewal (“Non-Renewal Notice”) prior to the applicable Renewal Date and the Agreement
will expire at the end of the current Term.


 


(b)              
Change in Control. Notwithstanding the foregoing, in the event the Bank or the Company has entered into an agreement
to effect a transaction that would be considered a Change in Control, as defined under Section 2, the Term will extended automatically
so that it expires no sooner than two (2) years after the effective date of the Change in Control.


 








    


     


    

 


		2.	CERTAIN DEFINITIONS



 


(a)       Base
Salary. For purposes of this Agreement, the term “Base Salary” means the annual rate of base salary paid to the
Executive by the Bank.


 


(b)       Change
in Control. For purposes of this Agreement, the term “Change in Control” means: (i) a change in the ownership of
the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion
of the assets of the Corporation as defined in accordance with Code Section 409A. For purposes of this Section 2(b), the term “Corporation”
means the Bank, the Company or any of their successors, as applicable.


 


		(i)	A change in the ownership of a Corporation occurs on the date that any one person, or more than one person
acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that, together
with stock held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power
of the stock of the Corporation.



 


		(ii)	A change in the effective control of the Corporation occurs on the date that either (A) any one person,
or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vi)(D)) acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing
thirty (30) percent or more of the total voting power of the stock of the Corporation, or (B) a majority of the members of the Board is
replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of
the board of directors prior to the date of the appointment or election, provided that this subsection “(B)” is inapplicable
where a majority stockholder of the Corporation is another corporation.



 


		(iii)	A change in a substantial portion of the Corporation’s assets occurs on the date that any one person
or more than one person acting as a group (as defined in Treasury Regulation 1.409A-3(i)(5)(vii)(C)) acquires (or has acquired during
the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation
that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of (A) all of
the assets of the Corporation, or (B) the value of the assets being disposed of, either of which is determined without regard to any liabilities
associated with such assets.



 


For all purposes hereunder,
the definition of Change in Control shall be construed to be consistent with the requirements of Treasury Regulation 1.409A-3(i)(5), except
to the extent that such regulations are superseded by subsequent guidance.


 






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(c)       Code.
 “Code” means the Internal Revenue Code of 1986, as amended.


 


(d)       Good
Reason. The term “Good Reason” means a termination of employment by the Executive following a Change in Control if, without
the Executive’s express written consent, any of the following occurs:


 


		(i)	a material reduction in the Executive’s Base Salary;



 


		(ii)	a material reduction in the Executive’s authority, duties or responsibilities from the position
and attributes associated with the Executive’s executive position with the Bank in effect as of the Effective Date or any successor
executive position, as mutually agreed to by the Bank and the Executive;



 


		(iii)	the Bank requires the Executive to relocate to any office or
location resulting in an increase in the Executive’s daily commute of thirty-five (35) miles or more; or



 


		(iv)	a material breach of this Agreement by the Bank;



 


provided, however, that prior to any termination
of employment for Good Reason, the Executive must first provide written notice to the Bank (or its successor) within ninety (90) days
following the initial existence of the condition, describing the existence of the condition, and the Bank will thereafter have the right
to remedy the condition within thirty (30) days of the date the Bank received the written notice from the Executive. If the Bank remedies
the condition within the thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to that condition. If
the Bank does not remedy the condition within the thirty (30) day cure period, then the Executive may deliver a Notice of Termination
for Good Reason to the Bank at any time within sixty (60) days following the expiration of the cure period.


 


(e)       Termination
for Cause and Cause. The terms “Termination for Cause” and “Cause” mean termination of the Executive’s
employment by the Bank because of, in the good faith determination of the Board of Directors, the Executive’s:


 


(i)       material
act of dishonesty or fraud in performing the Executive’s duties on behalf of the Bank;


 


(ii)      willful
misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Bank or injury to the business reputation
of the Bank;


 


(iii)     breach
of fiduciary duty involving personal profit;


 


(iv)     intentional
failure to perform the Executive’s stated duties after written notice thereof from the Board of Directors;


 


(v)      willful
violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other
non-custodial penalty) that reflect adversely on the reputation of the Bank; any felony conviction, any violation of law involving
moral turpitude, or any violation of a final cease-and-desist order; or any violation of the policies and procedures of the Bank as
outlined in the Bank’s employee handbook or policies, which would result in the termination of employment of employees of the
Bank, as from time to time amended and incorporated herein by reference; or


 


(vi)      material
breach of any provision of this Agreement.


 






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		3.	BENEFITS UPON TERMINATION



 


If, subsequent to a Change
in Control and during the Term of this Agreement, the Bank (or its successor) terminates the Executive’s employment other than for
Cause, or if the Executive terminates his employment for Good Reason (collectively, a “Qualifying Termination Event”),
then the Bank will pay the Executive, or the Executive’s estate in the event of the Executive’s subsequent death prior to
receiving the payment due, the following:


 


		(i)	a cash lump sum payment in an amount equal to two (2) times the sum
of the Executive’s: (A) Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control,
if higher); and (B) the highest annual cash bonus earned by the Executive for the three (3) most recently completed annual performance
periods prior to the Change Control, payable within thirty (30) days following the Executive’s Date of Termination; and



 


		(ii)	provided that the Executive has elected continued health care coverage
in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), eighteen (18) consecutive monthly cash payments
(commencing within the first month following the Executive’s Date of Termination and continuing until the 18th month
following the Executive’s Date of Termination), each equal to the monthly COBRA premium in effect as of the Executive’s Date
of Termination for the level of coverage in effect for the Executive and the Executive’s dependents under the Bank’s (or any
successor’s) group health plan. 



 


		(iii)	In no event shall the payments or benefits to be made or provided
to the Executive under this Agreement (the “Termination Benefits”) or otherwise constitute an “excess parachute payment”
under Section 280G of the Code or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced,
if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s
 “base amount,” as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided
by this Section 3 shall be applied first to the cash severance benefits otherwise payable under this Agreement.



 






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		4.	NOTICE; EFFECTIVE DATE OF TERMINATION



 


Any purported termination
of employment by the Bank or by the Executive in connection with or following a Change in Control shall be communicated by a Notice of
Termination to the other party hereto in accordance with Section 15. For purposes of this Agreement, a “Notice of Termination”
means a written notice which that indicates the Date of Termination and, in the event of termination by the Executive, the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive’s employment under the provision so indicated. The “Date of Termination” means
termination of the Executive’s employment pursuant to this Agreement, which will be effective on the earliest of: (i) immediately
upon notice to the Executive of the Executive’s termination of employment for Cause; (ii) within thirty (30) days, as specified
by the Bank, after the Bank gives notice to the Executive of the Executive’s termination without Cause; or (iii) thirty (30) days
after the Executive gives written notice to the Bank of the Executive’s resignation from employment for Good Reason, provided that
the Bank may set an earlier termination date at any time prior to that date, in which case the Executive’s resignation will be effective
as of the date set by the Bank.


 


		5.	SOURCE OF PAYMENTS



 


All payments provided in this
Agreement shall be timely paid by check or direct deposit from the general funds of the Bank (or any successor of the Bank).


 


		6.	NO 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 execution, 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.


 


		7.	ENTIRE AGREEMENT; MODIFICATION AND WAIVER



 


(a)             This
Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and the Executive,
except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of a kind elsewhere
provided. No provision of this Agreement shall be interpreted to mean that the Executive is subject to receiving fewer benefits than
those available to the Executive without reference to this Agreement.


 


(b)             This
Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.


 


(c)             No
term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of
any provision of this Agreement, except by written instrument of the party charged with the waiver or estoppel. No such written
waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of the term or condition for the future or as to any act other
than that specifically waived.


 






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		8.	SEVERABILITY



 


If any provision
of this Agreement is determined to be void or unenforceable, then the remaining provisions of this Agreement will remain in full force
and effect.


 


		9.	GOVERNING LAW



 


This Agreement will be governed
by the laws of the State of Ohio but only to the extent not superseded by federal law.


 


		10.	ARBITRATION



 


(a)              
Any dispute or controversy arising under or in connection with this Agreement will be settled exclusively by binding arbitration,
as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator, mutually
acceptable to the Bank and the Executive, sitting in a location selected by the Bank within 50 miles from the main office of the Bank,
in accordance with the rules of the American Arbitration Association’s National Rules for the Resolution of Employment Disputes
then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.


 


(b)              
If the occurrence of a Qualifying Termination Event is disputed by the Bank, and if it is determined in arbitration that the Executive
is entitled to the compensation under Section 3 of this Agreement, the payment of the compensation by the Bank will commence immediately
following the date of resolution by arbitration, with interest due to the Executive on the cash amount that was not paid pending arbitration
(at the prime rate as published in The Wall Street Journal from time to time), and the Executive will be entitled to reimbursement
of legal fees and expenses incurred by the Executive in arbitration (upon provision to the Bank of a detailed invoice with respect to
such time and expenses).


 


		11.	OBLIGATIONS OF BANK



 


The termination of the Executive’s
employment, other than a Qualifying Termination Event following a Change in Control, will not result in any obligation of the Bank (or
any affiliate of the Bank, including the Company) under this Agreement.


 






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		12.	SUCCESSORS AND ASSIGNS



 


The
Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially
all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under
this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment
had taken place.


 


		13.	TAX WITHHOLDING.



 


The Bank may withhold from
any amounts payable to the Executive hereunder all federal, state, local or other taxes that the Bank may reasonably determine are required
to be withheld pursuant to any applicable law or regulation (it being understood that the Executive is responsible for payment of all
taxes in respect of the payments and benefits provided herein).


 


		14.	APPLICABLE LAW



 


(a)              
In no event will the Bank (or any affiliate) be obligated to make any payment pursuant to this Agreement that is prohibited by
Section 18(k) of the Federal Deposit Insurance Act (codified at 12 U.S.C. sec. 1828(k)), 12 C.F.R. Part 359, or any other applicable law.


 


(b)              
Notwithstanding anything in this Agreement to the contrary, to the extent that a payment or benefit described in this Agreement
constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that the payment or benefit
is payable upon the Executive’s termination of employment, then the payments or benefits will be payable only upon the Executive’s
 “Separation from Service.” For purposes of this Agreement, a “Separation from Service” will have occurred
if the Bank and the Executive reasonably anticipate that either no further services will be performed by the Executive after the Date
of Termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty
(50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes
hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii).


 


(c)              
Notwithstanding the foregoing, if the Executive is a “Specified Employee” (i.e., a “key employee”
of a publicly traded company within the meaning of Section 409A of the Code and the regulations issued thereunder) and any payment under
this Agreement is triggered due to the Executive’s Separation from Service, then solely to the extent necessary to avoid penalties
under Section 409A of the Code, no payment shall be made during the first six (6) months following the Executive’s Separation from
Service. Rather, any payment that would otherwise be paid to the Executive during that six-month period will be accumulated and paid to
the Executive in a lump sum on the first day of the seventh month following the Executive’s Separation from Service. All subsequent
payments shall be paid in the manner specified in this Agreement.


 


(d)              
Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes Treasury Regulation Section 1.409A-2(b)(2).


 






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		15.	NOTICE.



 


For the purposes of this Agreement,
notices and all other communications provided for in this Agreement will be in writing and will be deemed to have been duly given when
delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses
set forth below or if sent by facsimile or email, on the date it is actually received.


 


	To the Bank	
    Van Wert Federal Savings Bank

    976 S. Shannon Street

    Van Wert, Ohio 45891

    Attention: Corporate Secretary

     

	To the Executive:	Most recent address on file with the Bank


 


		16.	COUNTERPARTS



 


This Agreement may be executed
in two (2) or more counterparts by original signature, facsimile or any generally accepted electronic means (including transmission of
a pdf containing executed signature pages), each of which shall be deemed an original, and all of which shall constitute one and the same
Agreement.


  


[Signature Page Follows]


 






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SIGNATURES


 


IN WITNESS WHEREOF,
the Bank has caused this Agreement to be executed by its duly authorized officer, and the Executive has signed this Agreement, as of the
Effective Date specified above.


  


	 	VAN WERT FEDERAL SAVINGS BANK
	 	
	 	By:	 
	 	 
	 	EXECUTIVE
	 	 
	 	 Kylee J. Moody



 






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