Exhibit
10.10


 


SB
FINANCIAL GROUP, INC.


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN AGREEMENT


FOR
DAVID HOMOELLE


 


THIS
AGREEMENT between SB Financial Group, Inc. (the “Company”) and David Homoelle (the “Executive”) is effective
as of January 22, 2018 (the “Effective Date”).


 


WHEREAS,
the Executive is employed as Regional President, Columbus for the State Bank & Trust Company (the “Bank”), the Company’s
Affiliate; and


 


WHEREAS,
the Company and the Executive have entered into this agreement to provide certain payments to the Executive in the event of his termination,
as described herein;


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:


 


AGREEMENT:


 


ARTICLE
1: DEFINITIONS


 


For
purposes of this Agreement, the following capitalized words and phrases (including any form thereof) shall have the following meanings
unless another context clearly requires another meaning:


 


1.1
ACCRUAL BALANCE. Has the meaning set forth in Section 2.4.


 


1.2
[reserved]


 


1.3
AFFILIATE. Any corporation (including any non-profit corporation), general or limited partnership, limited liability company,
joint venture, trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the
Company.


 


1.4
AGREEMENT. This SB Financial Group, Inc. Supplemental Executive Retirement Plan Agreement for David Homoelle, as it may be amended
from time to time.


 


1.5
[reserved]


 


1.6
BENEFICIARY. The person or persons whom the Executive has designated as set forth in Exhibit A to receive payments pursuant to
this Agreement in the event of the Executive’s death. If the Executive has not designated any Beneficiary, or if the Executive’s
designated Beneficiary does not survive the Executive, the Executive’s estate shall be the Executive’s Beneficiary.


 


1.7
CAUSE. The occurrence of one or more of the following:


 


		(a)	The
                                            willful failure by the Executive to substantially perform the Executive’s duties hereunder
                                            (other than a failure resulting from the Executive’s incapacity because of death or
                                            disability), after notice from the Company or an Affiliate, and a failure to cure such violation
                                            within twenty (20) days of said notice;



 



     


     


    

 





		(b)	The
                                            willful engaging by the Executive in misconduct injurious to the Company or an Affiliate;



 


		(c)	Dishonesty,
                                            insubordination or gross negligence of the Executive in the performance of the Executive’s
                                            duties;



 


		(d)	The
                                            Executive’s breach of fiduciary duty involving personal profit;



 


		(e)	Conduct
                                            on the part of the Executive which brings public discredit to the Company or an Affiliate
                                            and, if the effect may be cured, a failure to cure within twenty (20) days of the date notice
                                            of such conduct is delivered to the Executive;



 


		(f)	The
                                            Executive’s conviction of or plea of guilty or nolo contendere to a felony (including
                                            conviction of or plea of guilty or nolo contendere to a misdemeanor that was originally charged
                                            as a felony but was reduced to a misdemeanor as a result of a plea bargain), crime of falsehood
                                            or a crime involving moral turpitude, or the actual incarceration of the Executive for a
                                            period of twenty (20) consecutive days or more;



 


		(g)	The
                                            Executive’s theft or abuse of the Company’s or any Affiliate’s property
                                            or the property of the Company’s or any Affiliate’s customers, employees, contractors,
                                            vendors or business associates;



 


		(h)	The
                                            direction or recommendation of a state or federal bank regulatory authority to remove the
                                            Executive from the Executive’s position(s) with the Company or an Affiliate;



 


		(i)	The
                                            Executive’s willful failure to follow the good faith lawful instructions of the Board
                                            (or the board of directors of an Affiliate) with regard to its operations, after written
                                            notice and, if the event may be cured, a failure to cure such violation within twenty (20)
                                            days of the date said notice is delivered to the Executive;



 


		(j)	Material
                                            breach of any contract or agreement that the Executive entered with the Company or an Affiliate,
                                            including a breach of any of the obligations described in Article 4 and, if the breach may
                                            be cured, a failure to cure such breach within twenty (20) days of the date notice of such
                                            conduct is delivered to the Executive;



 


		(k)	Unauthorized
                                            disclosure of the trade secrets or Confidential Information of the Company or an Affiliate,
                                            or any of its affiliates, trade partners or vendors; and



 


		(l)	Any
                                            intentional cooperation with any party attempting to effect a Change of Control unless (i)
                                            the Board has approved or ratified that action before the Change of Control or (ii) that
                                            cooperation is required by law.



 


However,
Cause will not arise solely because the Executive is absent from active employment during periods of vacation, consistent with the Company’s
or any Affiliate’s applicable vacation policy or other period of absence initiated by the Executive and approved by the Company
or such Affiliate.


 






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Also,
if, after the Executive terminates employment, the Company learns that the Executive has actively concealed conduct or an event that,
if discovered before employment terminated, would have constituted “Cause,” the provisions of Section 3.3 will be applied
retroactively to the date the Executive terminated employment and the Company may recover any and all amounts paid to the Executive (or
to the Executive’s Beneficiary) under this Agreement.


 


1.8
CHANGE ENTITY.  The entity resulting from a Change of Control or succeeding to the Company’s interests as a result of a
Change of Control.


 


1.9
CHANGE OF CONTROL. Shall mean as defined by Treasury Regulation §1.409A-3(i)(5).


 


1.10
CODE. The Internal Revenue Code of 1986, as amended.


 


1.11
COMPANY. SB Financial Group, Inc., an Ohio corporation having a place of business at 401 Clinton Street, Defiance, Ohio.


 


1.12
CONFIDENTIAL INFORMATION. Any and all information (other than information in the public domain) related to the Company’s,
any Affiliate’s or the Change Entity’s business, including all processes, inventions, trade secrets, computer programs, technical
data, drawings or designs, information concerning pricing and pricing policies, marketing techniques, plans and forecasts, new product
information, information concerning methods and manner of operations and information relating to the identity and location of all past,
present and prospective customers and suppliers.


 


1.13
DATE OF THE CHANGE OF CONTROL. The date the first of any of the events contemplated by Section 1.9 occurs.


 


1.14
DISABILITY. A medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous
period of not less than twelve (12) months and that entitles the Executive to receive disability benefits under the Company’s group
disability insurance policy. 


 


1.15
DISABILITY BENEFIT. The annual benefit provided in Section 3.3(b).


 


1.16
EARLY RETIREMENT BENEFIT. The annual benefit provided in Section 3.2.


 


1.17
EFFECTIVE DATE. January 22, 2018.


 


1.18
EXECUTIVE. David Homoelle, an individual.


 


1.19
GOOD REASON VOLUNTARY TERMINATION. Means a separation from service by the Executive after a Change of Control if the following
conditions (x) and (y) are satisfied: (x) a voluntary separation from service by the Executive will be considered
a Good Reason Voluntary Termination if any of the following occur without the Executive’s advance written consent –


 


		1)	reduction
                                            of the Executive’s base salary or a material diminution of the Executive’s cash
                                            incentive compensation,



 






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		2)	a
                                            material diminution of the Executive’s authority, duties, or responsibilities,



 


		3)	a
                                            material diminution in the authority, duties, or responsibilities of the supervisor to whom
                                            the Executive is required to report,



 


		4)	a
                                            material diminution in the budget over which the Executive retains authority, or



 


		5)	a
                                            material change in the geographic location at which the Executive must perform services for
                                            the Bank.



 


(y)
the Executive must give notice to the Company of the existence of one or more of the conditions described in clause (x) within
90 days after the initial existence of the condition, and the Company shall have 30 days thereafter to remedy the condition.


 


1.20
[reserved]


 


1.21
RETIREMENT DATE. For purposes of this Agreement, and to trigger receipt of benefits available pursuant to this Agreement, provided
that the Executive remains in the continuous employ of the Company, the Executive’s sixty-fifth (65) birthday.


 


1.22
RETIREMENT BENEFIT. The annual benefit provided in Section 3.1.


 


1.23
TERMINATES. The Executive’s “separation from service” within the meaning of Section 409A of the Code from the
Company and all entities that, along with the Company, would be treated as a single employer under Sections 414(b) and (c) of the Code.


 


ARTICLE
2: INTENT


 


2.1
EFFECTIVE DATE. This Agreement is effective on January 22, 2018.


 


2.2
PARTICIPATION IN OTHER PLANS. The benefits provided hereunder shall be in addition to the Executive’s annual salary as determined
by the Board, and shall not affect the right of the Executive to participate in any current or future retirement plan, group insurance,
bonus, or supplemental compensation arrangement of the Company which constitutes a part of the Company’s regular compensation structure.


 


2.3
FRINGE BENEFITS. The benefits provided by this Agreement are granted by the Company as a fringe benefit to the Executive and are
not part of any salary reduction plan or an arrangement deferring a bonus or a salary increase. The Executive has no option to take any
current payment or bonus in lieu of these benefits except as set forth hereinafter.


 


2.4
ACCOUNTING. The Company shall account for the Executive’s benefit under this Agreement using the regulatory accounting principles
of the Company’s primary federal regulator consistent with generally accepted accounting principles (“GAAP”). The Company
shall establish an unfunded accrued liability retirement account for the Executive.


 


2.5
TOP-HAT PLAN. The Company intends that this Agreement be considered an unfunded arrangement maintained primarily to provide supplemental
retirement benefits to the Executive, as a member of a select group of management or highly compensated employees of the Company for
the purposes of the Employee Retirement Income Security Act of 1974, as amended.


 






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2.6
ADMINISTRATION. The Company (or its designee) shall administer the Agreement and shall supervise the maintenance of such accounts
and records as it deems necessary or desirable. In this capacity, the Company (or its designee) shall have complete and absolute discretion
to interpret and construe the provisions of this Agreement, to adopt rules, regulations and procedures consistent therewith, and to make
all findings of fact, correct errors and supply omissions, and decide all disputes with respect to the rights and obligations of the
Executive. The decisions of the Company (or its designee), as administrator, shall be final and conclusive with respect to every question
that may arise relating to either the interpretation or administration of the Agreement, and its decision shall be binding on all parties
and may not be overturned unless determined by a court of appropriate jurisdiction to be arbitrary and capricious.


 


ARTICLE
3: BENEFITS


 


3.1
RETIREMENT BENEFIT. Unless the Executive Terminates before the Retirement Date and unless the benefit shall have been paid under
Section 3.8 after a Change of Control, the Company shall pay the Executive an annual Retirement Benefit of $50,000 upon the Executive’s
Retirement Date. Payment of the Retirement Benefit shall commence on the first day of the month following the Retirement Date and shall
be payable in substantially equal monthly installments for a period of one hundred eighty (180) months.


 


3.2
EARLY RETIREMENT BENEFIT.


 


		(a)	Unless
                                            a Change of Control shall have occurred, if the Executive Terminates for any reason (other
                                            than for Cause or Disability) prior to the Executive’s Retirement Date, the Executive
                                            shall be entitled to no Early Retirement Benefit.



 


		(b)	If
                                            the Executive Terminates without a Good Reason Voluntary Termination after a Change of Control
                                            before the Retirement Date (and provided the Executive’s Termination is not for Cause
                                            or Disability), the Company shall pay the Executive the benefit described in this Section
                                            3.2(b) instead of any benefit under this Agreement. If the Executive Terminates after
                                            a Change of Control but before the Retirement Date and the Termination is an involuntary
                                            Termination without Cause or a Good Reason Voluntary Termination, no benefit shall be payable
                                            under this Section 3.2(b) and the Executive shall be entitled to the benefit under Section
                                            3.6. The Company shall pay the Executive the Early Retirement Benefit calculated as
                                            the amount that fully amortizes the Accrual Balance existing at the end of the month immediately
                                            before the month in which separation from service occurs, amortizing that Accrual Balance
                                            over 15 years and taking into account interest at the discount rate or rates required by
                                            GAAP. Payment of the Early Retirement Benefit shall be made at the same time
                                            and in the same form as described in Section 3.1.



 






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3.3
OTHER TERMINATION OF EMPLOYMENT. Notwithstanding the foregoing, if the Executive:


 


		(a)	Is
                                            Terminated for Cause, the Executive will not be entitled to any benefit (whether or not the
                                            Executive satisfied any age and service criteria otherwise required under the Agreement)
                                            under this Agreement; or



 


		(b)	Terminates
                                            because of Disability before the Retirement Date, the Company shall pay the Executive the
                                            Disability Benefit calculated as the amount that fully amortizes the Accrual Balance existing
                                            at the end of the month immediately before the month in which separation from service occurs,
                                            amortizing that Accrual Balance over 15 years and taking into account interest at the discount
                                            rate or rates required by GAAP. Payment of the Disability Benefit shall be made at the same
                                            time and in the same form as described in Section 3.1.



 


3.4
EFFECT OF DEATH OR DISABILITY FOLLOWING TERMINATION. In the event the Executive dies after Termination but before all Retirement
Benefit, Early Retirement Benefit, or Disability Benefit payments have been made, the Company shall continue making such payments to
the Executive’s Beneficiary. In the event the Executive becomes Disabled after Termination but before all Retirement Benefit or
Early Retirement Benefit payments have been made, the Company shall continue making such payments to the Executive, or to the Executive’s
designated representative if the Company is provided evidence satisfactory to the Company in its sole discretion that the Executive is
not competent to receive such payments.


 


3.5
DEATH BENEFIT PRIOR TO TERMINATION. If the Executive dies before Termination, instead of any other benefit payable under this
Agreement the Executive’s Beneficiary is entitled at the Executive’s death solely to the benefit, if any, payable under the
Split Dollar Agreement and Endorsement attached to this Agreement as Exhibit B.


 


3.6
EFFECT OF CHANGE OF CONTROL.


 


		(a)	In
                                            the event of the Executive’s involuntary Termination without Cause or Good Reason Voluntary
                                            Termination, in each case after the date of a Change of Control but before the Retirement
                                            Date, the Executive shall become entitled to receive the Retirement Benefit, regardless of
                                            the Executive’s age. The benefit payable pursuant to this Section 3.6 shall be paid
                                            as described in Section 3.1 following the Executive’s Termination following the Change
                                            of Control.



 


		(b)	When
                                            both of the following conditions to completion of a Change of Control are satisfied, the
                                            Company will irrevocably deposit with an independent bank trustee cash in an amount sufficient
                                            to accrue the benefit payment obligations under Section 3.1: (x) all federal and state bank
                                            regulatory authorities whose approval of the Change of Control is necessary grant approval
                                            and (y) if approval of the Company’s stockholders is necessary for the Change of Control,
                                            the Company’s stockholders approve the Change of Control at a regular or special meeting
                                            held for that purpose. Whether these two conditions are satisfied before or after the Executive’s
                                            Termination or before or after benefit payments begin, when the two specified conditions
                                            are satisfied the Company will under this Section 3.6 make the irrevocable deposit with an
                                            independent bank trustee. Until all payments required to be made to the Executive under Section
                                            3.1 or to Executive’s Beneficiary under Article 3 are made, the independent bank trustee
                                            will hold, invest, reinvest, and manage trust assets in accordance with a Rabbi Trust Agreement
                                            in substantially the form attached to this Agreement as Exhibit C.



 






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3.7
SIX-MONTH DISTRIBUTION DELAY FOR SPECIFIED EMPLOYEES. Notwithstanding anything in this Agreement to the contrary, in the event
that the Executive is a “specified employee” (as defined in Section 409A of the Code) of the Company, determined pursuant
to the Company’s policy for identifying specified employees, on the date of the Executive’s Termination, no payment on account
of the Executive’s Termination shall be made until the first (1st) day of the seventh (7th) month following the date of Termination
(or, if earlier, the date of the Executive’s death). The cumulative amount paid on such day shall include any payments that could
not be made during such period.


 


3.8
LUMP-SUM PAYMENT UPON INTERVENING CHANGE OF CONTROL. Effective as of January 22, 2018 and subject to any applicable six-month
delay under Section 3.7, if a Change of Control occurs at any time after a Termination has triggered payment of the Retirement Benefit
under Sections 3.1 or 3.6, the Early Retirement Benefit under Section 3.2, or the Disability Benefit under Section 3.3(b), the installment
payments to the Executive of such Retirement Benefit, Early Retirement Benefit, or Disability Benefit, as the case may be, shall cease
as of the effective date of such Change of Control, and the Executive shall receive the full amount of such Retirement Benefit, Early
Retirement Benefit, or Disability Benefit, as the case may be, that remains unpaid as of the effective date of such Change of Control
in a single lump-sum payable on the later of (a) the date that is the five-year anniversary of the date on which the first payment of
such Retirement Benefit, Early Retirement Benefit, or Disability Benefit, as the case may be, was made (or, if payment has not commenced,
is scheduled to be made), or (b) the effective Date of the Change of Control.


 


ARTICLE
4: COVENANTS


 


4.1
UNAUTHORIZED DISCLOSURE. During the term of the Executive’s employment, or at any later time, the Executive shall not, without
the written consent of the Board (or the board of directors of an Affiliate) or a person authorized thereby, knowingly use or disclose
to any person, other than an authorized employee of the Company or such Affiliate, or a person to whom disclosure is reasonably necessary
or appropriate in connection with the performance by the Executive of the Executive’s duties as an executive of the Company and
its Affiliates any material Confidential Information obtained by him while in the employ of the Company and its Affiliates with respect
to any of the services, products, improvements, formulas, designs or styles, processes, customers, customer lists, methods of business
or any business practices of the Company or its Affiliates, the disclosure of which could be or will be damaging to the Company; provided,
however, that Confidential Information shall not include any information known generally to the public (other than as a result of unauthorized
disclosure by the Executive or any person with the assistance, consent or direction of the Executive) or any information of a type not
otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company and
its Affiliates or any information that must be disclosed as required by law.


 


ARTICLE
5: [reserved]


 


ARTICLE
6: MISCELLANEOUS


 


6.1
RESTRICTIONS ON FUNDING. Except as set forth in Section 3.6, the Company shall have no obligation to set aside, earmark, or entrust
any specific fund or money with which to pay its obligations under this Agreement. The Company reserves the absolute right at its sole
discretion to either fund the obligations undertaken by this Agreement or to refrain from funding the same and determine the extent,
nature, and method of such funding.


 






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6.2
GENERAL ASSETS OF THE COMPANY. The rights of the Executive under this Agreement and of any Beneficiary shall be solely those of
an unsecured creditor of the Company. If the Company shall acquire an insurance policy or any other asset in connection with the liabilities
assumed by it hereunder, it is expressly understood and agreed that neither the Executive nor any Beneficiary shall have any right with
respect to, or claim against, such policy or other asset. Such policy or asset shall not be deemed to be held under any trust for the
benefit of the Executive or the Executive’s Beneficiaries or to be held in any way as collateral security for the fulfilling of
the obligations of the Company under this Agreement. It shall be, and remain, a general, unpledged, unrestricted asset of the Company
and the Executive or any of the Executive’s Beneficiaries shall not have a greater claim to the insurance policy or other assets,
or any interest in either of them, than any other general creditor of the Company.


 


6.3
NO EMPLOYMENT CONTRACT.  This Agreement is not an employment contract. Nothing contained herein shall guarantee or assure the
Executive of continued employment by the Company.


 


6.4
NOTICE. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United States certified mail, return receipt requested, postage
prepaid, addressed as follows:


 





	 	If to the Executive:	 	David Homoelle
	 	 	 	At the last address on file
  with the Company
	 	 	 	 
	 	If to the Company:	 	SB Financial Group, Inc.
	 	 	 	Human Resource Director
	 	 	 	401 Clinton Street
	 	 	 	Defiance, OH 43512



 


or
to such other address as the Executive or the Company may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.


 


6.5
SUCCESSORS; BINDING AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Company, and the Executive,
their respective personal representatives, heirs, assigns or successors, provided, however, that the Executive may not commute, anticipate,
encumber, dispose or assign any payment herein except as may be otherwise specified in this Agreement.


 


6.6
SEVERABILITY.  If any provision of this Agreement is declared unenforceable for any reason, the remaining provisions of this Agreement
shall be unaffected thereby and shall remain in full force and effect.


 






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6.7
WAIVER; AMENDMENT. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by the Executive and an executive officer specifically designated by the Board. No waiver by either
party, at any time, of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time. This Agreement may be amended or canceled only by mutual agreement of the parties in writing.


 


6.8
LIMITATION OF DAMAGES FOR BREACH OF AGREEMENT. (a) In the event of a breach of this Agreement, by either the Company or the Executive,
each hereby waives to the fullest extent permitted by law, the right to assert any claim against the others for punitive or exemplary
damages. The Executive is not required to mitigate the amount of any payment described in this Agreement by seeking other employment
or otherwise, nor will the amount of any payment or benefit provided for in this Agreement be reduced by any compensation or benefits
the Executive earns, or is entitled to receive, in any capacity after Termination or by reason of the Executive’s receipt of or
right to receive any retirement or other benefits attributable to employment.


 


		(b)	The
                                            Company is aware that after a Change of Control management could cause or attempt to cause
                                            the Company to refuse to comply with its obligations under this Agreement, or could institute
                                            or cause or attempt to cause the Company to institute litigation seeking to have this Agreement
                                            declared unenforceable, or could take or attempt to take other action to deny Executive the
                                            benefits intended under this Agreement. In these circumstances the purpose of this Agreement
                                            would be frustrated. The Company intends that the Executive not be required to incur expenses
                                            associated with enforcement of rights under this Agreement, whether by litigation or other
                                            legal action, because the cost and expense thereof would substantially detract from the benefits
                                            intended to be granted to the Executive hereunder. The Company intends that the Executive
                                            not be forced to negotiate settlement of rights under this Agreement under threat of incurring
                                            expenses. Accordingly, if after a Change of Control it appears to the Executive that (x)
                                            the Company has failed to comply with any of its obligations under this Agreement, or (y)
                                            the Company or any other person has taken any action to declare this Agreement void or unenforceable,
                                            or instituted any litigation or other legal action designed to deny, diminish, or recover
                                            from the Executive the benefits intended to be provided to the Executive hereunder, the Company
                                            irrevocably authorizes the Executive to retain counsel of the Executive’s choice, at
                                            the Company’s expense as provided in this Section 6.8(b), to represent the Executive
                                            in the initiation or defense of any litigation or other legal action, whether by or against
                                            the Company or any director, officer, stockholder, or other person affiliated with the Company,
                                            in any jurisdiction. Despite any existing or previous attorney-client relationship between
                                            the Company and any counsel chosen by the Executive under this Section 6.8(b), the Company
                                            irrevocably consents to the Executive entering into an attorney-client relationship with
                                            that counsel, and the Company and the Executive agree that a confidential relationship exists
                                            between the Executive and that counsel. The fees and expenses of counsel selected by the
                                            Executive will be paid or reimbursed to the Executive by the Company on a regular, periodic
                                            basis upon presentation by the Executive of a statement or statements prepared by counsel
                                            in accordance with counsel’s customary practices, regardless of whether suit is brought
                                            and regardless of whether incurred in arbitration, trial, bankruptcy, or appellate proceedings.
                                            The Company’s obligation to pay the Executive’s legal fees under this Section
                                            6.8(b) operates separately from and in addition to any legal fee reimbursement obligation
                                            the Company may have with the Executive under any separate employment, severance, or other
                                            agreement. If Section 6.9 would impose a limitation on the Executive’s right to recover
                                            or obtain reimbursement or payment of costs, including but not limited to attorneys’
                                            fees, under this Section 6.8(b), the Company and the Executive agree that this Section 6.8(b)
                                            is intended to be an exception to the limitations of Section 6.9 and that any conflict between
                                            this Section 6.8(b) and Section 6.9 is to be resolved in favor of this Section 6.8(b).



 






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6.9
ARBITRATION. Any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, except for any claims
brought by the Company or its Affiliates for equitable relief or an injunction to enforce the restrictive covenants contained in Article
4, will be settled by arbitration in Defiance County, Ohio in accordance with the Rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Each party
will bear its own costs of arbitration, except that the parties will share the cost of the arbitrator equally. Notwithstanding the foregoing,
if the Executive is the prevailing party in the arbitration, the Company will reimburse the Executive’s reasonable costs of arbitration,
including reimbursement of reasonable attorneys’ fees. The arbitrator shall not be bound by the rules of evidence and procedure
of the courts of the State of Ohio, but shall be bound by the substantive law applicable to this Agreement. The decision of the arbitrator,
absent fraud, duress, incompetence or gross and obvious error of fact, shall be final and binding upon the parties and shall be enforceable
in courts of proper jurisdiction.


 


6.10
LAW GOVERNING.  This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard
to its conflicts of law principles.


 


6.11
VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.


 


6.12
HEADINGS. The paragraph headings of this Agreement are for convenience only and shall not control or affect the meaning or construction
or limit the scope or intent of any of the provisions of this Agreement.


 


6.13
OTHER PROVISIONS.


 


		(a)	Except
                                            as expressly provided in this Agreement, the Executive’s right to receive the payments
                                            described in this Agreement will not decrease the amount of, or otherwise adversely affect,
                                            any other benefits payable to the Executive under any other plan, agreement or arrangement.



 


		(b)	The
                                            Executive is not required to mitigate the amount of any payment described in this Agreement
                                            by seeking other employment or otherwise, nor will the amount of any payment or benefit provided
                                            for in this Agreement be reduced by any compensation or benefits the Executive earns, or
                                            is entitled to receive, in any capacity after Termination or by reason of the Executive’s
                                            receipt of or right to receive any retirement or other benefits attributable to employment.



 






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		(c)	Except
                                            as expressly provided elsewhere in this Agreement, the amount of any payment made under this
                                            Agreement will be reduced by the minimum amounts the Company or its Affiliate, as applicable,
                                            is required to withhold in payment (or in anticipation of payment) of any income, wage or
                                            employment taxes imposed on the payment.



 


		(d)	The
                                            right of the Executive or any other person to receive any amount under this Agreement may
                                            not be assigned, transferred, pledged or encumbered except by will or by applicable laws
                                            of descent and distribution. Any attempt to assign, transfer, pledge or encumber any amount
                                            that is or may be receivable under this Agreement will be null and void and of no legal effect.
                                            However, this Section 6.13 will not preclude payment under this Agreement of any benefit
                                            to which a deceased Executive is entitled.



 


		(e)	Subject
                                            to Section 6.13(d), this Agreement inures to the benefit of and may be enforced by the Executive’s
                                            personal or legal representatives, executors, administrators, successors, heirs, distributees,
                                            devisees and legatees.



 


6.14
ENTIRE AGREEMENT. This Agreement supersedes any and all prior agreements, either oral or in writing, between the parties (including
such agreement with any Affiliate) with respect to similar payments and this Agreement contains all the covenants and agreements between
the parties with respect to same.


 


6.15
REGULATORY LIMITATIONS.  Notwithstanding anything to the contrary contained herein, the Executive acknowledges and agrees that
any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned on compliance with the provisions
of 12 U.S.C. §1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions contain certain prohibitions
and limitations on the making of “golden parachute” and certain indemnification payments by FDIC-insured institutions and
their holding companies. In the event any payments to the Executive pursuant to this Agreement are prohibited or limited by the provisions
of such statute and/or regulation, the Company will use its commercially reasonable efforts to obtain the consent of the appropriate
regulatory authorities to the payment by the Company to the Executive of the maximum amount that is permitted (up to the amount payable
under the terms of this Agreement).


 


6.16
SECTION 409A.  This Agreement is intended to comply with the requirements of Section 409A of the Code and, to the maximum extent
permitted by law, shall be interpreted, construed and administered consistent with this intent. None of the Company or its Affiliates
or any other person shall have liability in the event this Agreement fails to comply with the requirements of Section 409A of the Code.
Nothing in this Agreement shall be construed as the guarantee of any particular tax treatment to the Executive.


 






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IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Agreement to be duly executed in their respective
names and, in the case of the Company, by its authorized representatives the day and year above mentioned.


 





	SB FINANCIAL
  GROUP, INC.	 	EXECUTIVE
	 	 	 
	By 	/s/
  Mark A. Klein	 	By	/s/
  David Homoelle
	 	Mark A. Klein	 	 	David Homoelle
	 	 	 
	Date January 9,
  2018	 	Date January 22, 2018



 






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Exhibit
A


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN AGREEMENT


FOR
DAVID HOMOELLE


 


DESIGNATION
OF BENEFICIARY


 


Pursuant
to the terms of the SB Financial Group, Inc. Supplemental Executive Retirement Plan Agreement dated January 22, 2018 (“Agreement”)
between myself and SB Financial Group, Inc., I, David Homoelle, hereby designate the following beneficiary(ies) to receive payments which
may be due under such Agreement after my death:


 


Primary
Beneficiary:


 





	 	 	 	 	 
	Name	 	Address	 	Relationship



 


Contingent
Beneficiary(ies):


 





	 	 	 	 	 
	Name	 	Address	 	Relationship


 


	 	 	 	 	 
	Name	 	Address	 	Relationship





 


The
primary beneficiary named above shall be the Beneficiary defined in the Agreement if he or she is living at the time a payment thereunder
becomes due and payable, and the contingent beneficiary named above shall be the designated beneficiary referred to in the Agreement
only if he or she is living at the time a payment becomes payable and the primary beneficiary is not then living.


 


This
designation hereby revokes any prior designation which may have been in effect.


 





	 	Date:	 
	 	 	
	 	 	 
	 	David Homoelle
	 	 	 
	 	 	 
	 	Acknowledged by:
	 	 	 
	 	 	 
	 	(Company Officer)



 




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