Exhibit
10.5


 


VAN
WERT FEDERAL SAVINGS BANK


 


ENDORSEMENT
SPLIT-DOLLAR LIFE INSURANCE PLAN


 


 


Effective
January 1, 2014


 






    


     


    

 





TABLE
OF CONTENTS


 




	1.	Purpose	1
	2.	Effective Date	1
	3.	Eligibility and Participation	1
	4.	Purchase of Life Insurance Policies	1
	5.	Policy Ownership	1
	6.	Division of Cash Surrender Value	1
	8.	Vesting	2
	9.	Beneficiary Designation	2
	10.	Premium Payments	2
	11.	Termination of Participation in the Plan	2
	12.	Named Fiduciary	3
	13.	Funding Policy	3
	14.	Claims Procedure	3
	15.	Amendment and Revocation	4
	16.	Insurance Company Not a Party to This Plan	4
	17.	Validity	4
	18.	Notices	4
	19.	Successors	4
	20.	Governing Law	4
	21.	Entire Plan	4
	22.	Not a Contract of Employment	5


 






    


     


    

 





VAN WERT FEDERAL SAVINGS BANK


 


ENDORSEMENT SPLIT-DOLLAR LIFE INSURANCE PLAN


 


This
Endorsement Split-Dollar Life Insurance Plan (the “Plan”) is established by Van Wert Federal Savings Bank, located in Van
Wert, Ohio (the “Association”) for the benefit of certain highly compensated or management employees of the Bank.


 


		1.	Purpose



 


This
Plan is established as part of an integrated executive compensation program that is intended to attract, retain and motivate certain highly
compensated or management employees of the Bank (“Employee(s)”) who are in a position to make significant contributions to
the operation and profitability of the Bank. This Plan provides a means by which the Bank assists the Employee in purchasing life insurance
on the Employee’s life that provides a death benefit to the Employee’s personal Beneficiary.


 


		2.	Effective Date



 


This
Plan shall be effective as of January 1, 2014.


 


		3.	Eligibility and Participation



 


The
Board of Directors of the Bank may designate any Employee to be eligible to participate in the Plan. Each such Employee may agree to participate
in the Plan by completing a Participation Agreement similar in form so that set forth in Schedule A and a Beneficiary Designation similar
in form to that set forth in Schedule B; provided, however, participation and all benefits under this Plan are subject to the actual purchase
of a life insurance Policy under Section 4 and are further subject to the Policy being in force at the time of the Employees death.


 


		4.	Purchase of Life Insurance Policies



 


The
Bank shall use its best efforts to purchase one or more life insurance policies on the life of each eligible Employee in an amount sufficient
to provide for the benefits outlined in Section 7 of the Plan; provided, however, that the Bank shall retain the absolute right to decline
to purchase a Policy on the life of any Employee for any reason whatsoever. Each policy purchased shall be subject to the terms and conditions
of the Plan (“Policy”).


 


		5.	Policy Ownership



 


The
sole and absolute owner of any Policy shall be the Bank which may exercise all ownership rights granted to the owner thereof by the terms
of the Policy, except as may otherwise be limited by this Plan.


 


		6.	Division of Cash Surrender Value



 


The
Bank shall at all times be entitled to all cash values under the terms of the Policy. Employee shall have no right, at any time, to the
cash value of the Policy.


 


		7.	Division of Death Proceeds



 


Except
as provided in Section 11 herein, upon the death of Employee, and providing the Policy on such Employee’s life is in force and the
Employee is employed by Bank on the date of death, the proceeds of such Policy shall be divided as follows:


 


(a)           Employee’s
Share. The Employee’s Beneficiary shall be entitled to the amount shown on such Employee’s Participation Agreement
from the total benefit payable from the Policy as of the Employee’s date of death. The Employee’s Beneficiary shall
receive the death proceeds in a single lump sum payment as soon as practicable following the death of the Employee, subject to any
right or interest the Bank may have in such proceeds, as provided in the Plan. If the Employee’s death occurs after he or she
terminates employment or if the Policy is no longer in force on such Employee’s date of death, no benefit shall be payable to
the Employee’s Beneficiary.


 






    


     


    

 


(b)           Bank’s
Share. The Bank shall be entitled to the remainder of the death proceeds.


 


(c)           Division
of Interest. Subject to Section 7(a) and (b) above the Bank, as owner of the Policy, and Beneficiary shall share in any interest due
with respect to the death proceeds on a pro-rata basis as the proceeds due each respectively bears to the total proceeds, excluding any
such interest.


 


		8.	Vesting



 


Subject
to Paragraph 15 herein, Employee shall be fully vested in the Employee’s share of the death proceeds described in paragraph 7(a)
as long as the Policy on the Employee’s life remains in force and the Employee is employed by Bank.


 


		9.	Beneficiary Designation



 


Employee
shall have the right and power to designate a person, persons or entity (“Beneficiary”) to receive Employee’s share
of the proceeds payable upon his death, and to elect and change a payment option for such Beneficiary, subject to any right or interest
the Bank may have in such proceeds, as provided in this Plan. If no valid Beneficiary designation has been filed with the Bank, upon Employee’s
death, the Beneficiary will be deemed to be the Employee’s estate.


 


		10.	Premium Payments; Imputed Income to Employee



 


(a)           Subject
to the Bank’s absolute right to surrender or terminate the Policy at any time and for any reason (other than following a Change
in Control, as set forth in Section 11 hereof), Bank shall pay the premium payment or payments, as and when they are due.


 


(b)           The
Bank shall include in an Employee’s Form W-2 or its equivalent, as applicable, the amount of imputed income as required for federal
and state income tax purposes, if any, as a result of the insurance protection provided.


 


(c)           Employee
shall have no right to make any premium payment to the Policy at any time.


 


		11.	Termination of Participation in the Plan



 


An
Employee’s participation in this Plan shall terminate upon the occurrence of any one (1) of the following:


 


		(a)	Employee’s employment with the Bank ceases;



 


		(b)	Total cessation of the Bank’s business;



 


		(c)	Bankruptcy, receivership or dissolution of the Bank;



 


		(d)	Receipt by the Bank of written notification of a request to terminate participation
in the Plan from Employee;



 






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		(e)	Surrender, lapse, or other termination of the Policy on the life of Employee by the
Bank; or



 


		(f)	Distribution of the death proceeds in accordance with Section 7 of this Plan.



 


Notwithstanding anything in this
Plan to the contrary, the Bank may not terminate this Plan or surrender or fail to fund premiums for the Policy subsequent to a Change
in Control, as such term is defined in the Bank’s employment and change in control agreements. If the Bank is not a party to any
employment or change in control agreements, then the term “Change in Control” shall be defined as set forth in Schedule C
hereto, as may be modified or amended by a written resolution of the Bank’s board of directors from time to time, provided that
any such modification or amendment occurs before the date of the Change in Control.


 


If all Employees who are participating
in this Plan, as determined on the date of a Change in Control, terminate employment subsequent to a Change in Control, the Plan or Policy
may be terminated.


 


		12.	Named Fiduciary



 


The
Bank is hereby designated as the named fiduciary under this Plan. As named fiduciary, the Bank shall be responsible for and have the authority
to manage the operation and administration of this Plan, and it shall be responsible for establishing and carrying out a funding policy
and method consistent with the objectives of this Plan. The named fiduciary may delegate to others certain aspects of the management and
operation responsibilities of the Plan, including the employment of advisors and the delegation of any ministerial duties to qualified
individuals.


 


		13.	Funding Policy



 


Subject
to the Bank’s absolute right to surrender or terminate the Policy at any time and for any reason (other than following a Change
in Control, as set forth above in Section 11), the funding policy for this Plan shall be to make all planned premium payments.


 


		14.	Claims Procedure



 


(a)          Any
person claiming a benefit, requesting an interpretation or ruling under this Plan, or requesting information under this Plan shall present
the request in writing to Bank, which shall respond in writing within a reasonable period of time, but not later than ninety (90) days
after receipt of the request. Notwithstanding anything herein to the contrary, any claim filed hereunder shall be filed within ninety
(90) days of the Employee’s death.


 


(b)          Denial
of Claim. If the claim or request is denied, the written notice of denial shall state:


 


(i)       The
reason for denial, with specific reference to the provisions in the Plan on which the denial is based;


 


(ii)       A
description of any additional material or information required and an explanation of why it is necessary; and


 


(iii)       An
explanation of the Plan’s claims review procedure.


 


(c)           Review
of Claim. Any person whose claim or request is denied may request a review by notice given to Bank within sixty (60) days
following receipt of notification of the adverse determination. The claim or request shall be reviewed by Bank which may, but shall
not be required to, grant the claimant a hearing. On review, the claimant may have representation, exam in the pertinent documents,
and submit issues and comments in writing.


 






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(d)       Final
Decision. The decision on review shall normally be made within sixty (60) days. If an extension of time is required for a hearing
or other special circumstances, the claimant shall be notified within such sixty (60) day period of an extension which shall not be for
more than an additional sixty (60) days. The Bank’s decision shall be delivered in writing to Employee and shall state the reason
and the relevant provisions in the Plan for the decision. All decisions on review shall be final and bind all parties concerned.


 


		15.	Amendment and Revocation



 


This
Plan may be amended or revoked at any time, in whole or in part, by the Bank, in its sole discretion. A copy of any amendment must be
provided to an Employee.


 


		16.	Insurance Company Not a Party to This Plan



 


Each
insurer shall be fully discharged from its obligations under the Policy by payment of the Policy death benefit to the beneficiary named
in the Policy, subject to the terms and conditions of the Policy. In no event shall any insurer be considered a party to this Plan, or
any modification or amendment hereof.


 


		17.	Validity



 


If
any provision of this Plan is held illegal, invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according
to their terms. Further, in the event that any provision is held to be overbroad as written such provision shall be deemed amended to
narrow its application to the extent necessary to make the provision enforceable according to law and enforced as amended.


 


		18.	Notices



 


All
notices shall be in writing, and shall be sufficiently given if delivered to the Bank at its principal place of business, or to the Employee
at his last known address as shown in Bank’s records, in person, by Federal Express or similar receipted delivery, or, if mailed,
postage prepaid, by certified mail, return receipt requested. The date of such mailing shall be deemed the date of notice, demand or consent.


 


		19.	Successors



 


The
provisions of this Plan shall bind and inure to the benefit of Bank and its successors and assigns, and Employee and his or her heirs,
successors and personal representatives. The Bank shall not merge or consolidate into or with another company, or reorganize, or sell
substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees
to assume and discharge the obligations of the Bank.


 


An
Employee may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or
interest in a Policy.


 


		20.	Governing Law



 


The
provisions of this Plan shall be construed and interpreted according to the laws of the State of Ohio, except as preempted by federal
law.


 


		21.	Entire Plan



 


This
written document is the final and exclusive statement of the terms of the Plan, and any claim of right or entitlement under the Plan
shall be determined in accordance with its provisions.


 






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22.         Not
a Contract of Employment


 


The
terms and conditions of the Plan shall not be deemed to constitute a contract of employment between the Bank and any Employee, and an
Employee (or his Beneficiary) shall have no rights against the Bank except as may be otherwise provided specifically herein. Moreover,
nothing in the Plan shall be deemed to give an Employee the right to be retained in the service of Bank or to interfere with the right
of the Bank to discipline or discharge any Employee at any time.


 


IN
WITNESS WHEREOF, the Bank has caused this Plan to be executed by its duly authorized officers effective as of January 1, 2014.


 


	 	VAN WERT FEDERAL SAVINGS BANK
	 	 	 
	 	By:	/s/ Gary L. Clay
	 	 	 
	 	Title	President
	 	 	 
	 	Date:	January 28, 2014


 






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