Exhibit 10.7


 


VAN WERT FEDERAL SAVINGS BANK


SALARY CONTINUATION AGREEMENT


FOR


GARY L. CLAY


 


THIS SALARY CONTINUATION
PLAN FOR GARY L. CLAY (the “Plan”) is effective as of August 1, 2016, and is entered into by Van Wert Federal Savings
Bank (the “Bank”) and Gary Clay (“Executive”).


 


WHEREAS, the purpose
of the Plan is to provide additional retirement benefits to Executive, who, as a member of senior management, has contributed significantly
to the success of the Bank, and whose continued services are vital to the Bank’s continued growth and success; and


 


WHEREAS, this Plan
is intended to be an unfunded, non-qualified deferred compensation plan that complies with Sections 451 and 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and the regulations thereunder and is also intended to be a “top hat” pension
plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).


 


ARTICLE I


DEFINITIONS


 


When used herein, the following
words and phrases shall have the meanings below unless the context clearly indicates otherwise:


 


		1.1	“Accrued Benefit” means, as of any date, the liability that should be accrued by the Bank
under generally accepted accounting principles (“GAAP”) to reflect the Bank’s obligation to Executive under the Plan.



 


		1.2	“Administrator” means the Bank and/or its Board of Directors, provided, however, the Board
of Directors can designate a committee of the Board of Directors (“Committee”) as the Administrator.



 


		1.3	“Bank” means Van Wert Federal Savings Bank and any successor to its business and/or assets
which assumes and agrees to perform the duties and obligations under this Plan by operation of law or otherwise.



 


		1.4	“Beneficiary” means the person or persons (and, if applicable, their heirs) designated by
Executive as the beneficiary to whom the deceased Executive’s benefits are payable. The beneficiary designation shall be made on
the form attached hereto as Exhibit A and filed with the Administrator. If no Beneficiary is so designated, then Executive’s Spouse,
if living, will be deemed the Beneficiary. If Executive’s Spouse is not living at the time of Executive’s death or dies prior
to payment to her of the Survivor’s Benefit, then the Children of Executive will be deemed the Beneficiaries and will take on a
per stirpes basis. If there are no living Children, then Executive’s estate will be deemed the Beneficiary. For this purpose, the
term “Children” means Executive’s children, or the issue of any deceased Children, then living at the time payments
are due the Children under this Plan. The term “Children” shall include both natural and adopted children, as well as stepchildren.
Also, for this purpose, the term “Spouse” means the individual to whom Executive is legally married at the time of Executive’s
death, provided, however, that the term “Spouse” shall not refer to an individual to whom Executive is legally married at
the time of death if Executive and the individual
have entered into a formal separation agreement (provided that the separation agreement does not provide otherwise or state that the individual
is entitled to a portion of the benefits hereunder) or initiated divorce proceedings.






 






    


     


    

 


		1.5	“Benefit Eligibility Date” shall be the date on which Executive is entitled to commencement
of benefits under the Plan.



 


		(a)	In the event benefits become payable on account of Executive’s Separation from Service on or after
his Normal Retirement Age, the Benefit Eligibility Date shall be the first day of the second month following Executive’s Separation
from Service, subject to Section 1.5(e) below.



 


		(b)	In the event the Accrued Benefit becomes payable to Executive in the event of Executive’s Involuntary
Separation from Service prior to his Normal Retirement Age, the Benefit Eligibility Date shall be the first day of the second month following
the Separation from Service, subject to Section 1.5(e) below.



 


		(c)	In the event the Survivor’s Benefit becomes payable on account of Executive’s death, the Benefit
Eligibility Date shall be the first day of the second month following Executive’s death.



 


		(d)	In the event the Accrued Benefit becomes payable pursuant to Section 2.5 of the Plan on account of Executive’s
Separation from Service (other than for Cause) coincident with or within two (2) years following a Change in Control, the Benefit Eligibility
Date shall be the first day of the second month following Separation from Service, subject to Section 1.5(e) below.



 


		(e)	Notwithstanding anything in this Section 1.5 to the contrary, if Executive is a Specified Employee of
a publicly-traded company and the payment(s) are due to Executive’s Separation from Service (other than due to death), then the
Benefit Eligibility Date shall be the first day of the seventh month following Executive’s Separation from Service (if later than
the date otherwise specified as the Benefit Eligibility Date). The payments that otherwise would have been received from the date of Separation
from Service to the Specified Employee’s Benefit Eligibility Date shall be aggregated and shall be paid on the same date as the
initial payment (e.g., on the first day of the seventh month) and all remaining payments shall be made as otherwise scheduled. For purposes
of Code Section 409A, the payments due hereunder shall be deemed a single payment.



 


		1.6	“Board of Directors” shall mean the Board of Directors of the Bank.



 


		1.7	“Cause” shall mean Executive’s (i) personal dishonesty; (ii) willful misconduct; (iii)
incompetence; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform his stated duties; or (vi) willful
violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.



 


For purposes of this paragraph, no act
or failure to act on the part of Executive shall be considered “willful” unless done, or omitted to be done, by Executive
not in good faith and without reasonable belief that Executive’s action or omission was in the best interest of the Bank.


 






    2


     


    

 


		1.8	“Change
in Control” shall mean (a) a change in the ownership of the Bank, (b) a change in the effective control of the Bank, or (c) a change
in the ownership of a substantial portion of the assets of the Bank as defined in accordance with Code Section 409A.



 


(a)       A
change in the ownership 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 Bank that, together with stock held by such person or group, constitutes more
than 50 percent of the total fair market value or total voting power of the stock of the Bank.


 


(b)       A
change in the effective control of the Bank occurs on the date that either (i) 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 Bank possessing 30 percent or more of the total voting power
of the stock of the Bank, or (ii) a majority of the members of the Board of Directors is replaced during any 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 “(ii)” is inapplicable where a majority shareholder of the Bank is another corporation.


 


(c)       A
change in a substantial portion of the Bank’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 12-month period ending on the date
of the most recent acquisition by such person or persons) assets from the Bank that have a total gross fair market value equal to or more
than 40 percent of the total gross fair market value of (i) all of the assets of the Bank, or (ii) the value of the assets being disposed
of, either of which is determined without regard to any liabilities associated with such assets.


 


(d)       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.


 


(e)       Notwithstanding
anything herein to the contrary, the reorganization of the Bank as the wholly-owned subsidiary of a holding company in a standard conversion
or mutual holding company reorganization shall not be deemed to be a Change in Control. Further, in the event of the reorganization of
the Bank as a wholly-owned subsidiary of a stock holding company in a standard conversion or as a wholly-owned or majority owned subsidiary
in a mutual holding company reorganization, then this provision shall apply equally to a Change in Control of the Bank or the holding
company of the Bank (or to a change in control of the mutual holding company) that is the majority-owned or wholly owned subsidiary of
the mutual holding company.


 


		1.9	“Effective Date” of this Plan shall be August 1, 2016.



 


		1.10	“Executive” means Gary L. Clay, who has been selected and approved by the Board of Directors
to participate in the Plan.



 


		1.11	“Good Reason” shall mean: (i) a material diminution in Executive’s base salary; (ii)
a material diminution in Executive’s authority, duties, or responsibilities; or (iii) a material change in the geographic location
at which Executive must perform his duties to the Bank; provided, however, that any such occurrence shall not be deemed a “Good
Reason” if Executive consents thereto. A termination by Executive shall not constitute Good Reason unless Executive shall first
have delivered to the Bank written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good
Reason (which notice must be given no later than 90 days after the initial occurrence of such event), and the Bank has failed within 60
days of such notice to correct the circumstance that would otherwise constitute Good Reason.






 






    3


     


    

 


		1.12	“Involuntary Separation from Service” is a Separation from Service that is not voluntary,
other than a Separation from Service for Cause or due to death, provided, however, that an Involuntary Separation from Service includes
a resignation for Good Reason.



 


		1.13	“Normal Retirement Age” means age 65.



 


		1.14	“Payout Period” means the time frame during which benefits payable under the Plan shall be
distributed. The Payout Period shall be for the life of Executive, with a guaranteed payout period of fifteen (15) years, commencing on
Executive’s Benefit Eligibility Date specified in Section 1.5 of the Plan.



 


		1.15	“Separation from Service” (or “Separated from Service”) means Executive’s
death, retirement or other termination of employment with the Bank within the meaning of Code Section 409A. No Separation from Service
shall be deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of the leave does not exceed
six months or, if longer, so long as Executive’s right to reemployment is provided by law or contract. If the leave exceeds six
months and Executive’s right to reemployment is not provided by law or by contract, then Executive shall have a Separation from
Service on the first date immediately following such six-month period.



 


Whether a Separation from Service has
occurred is determined based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no
further services would be performed after a certain date or that the level of bona fide services Executive would perform after
that date (whether as an employee or as an independent contractor) would permanently decrease to less than 50% of the average level of
bona fide services performed over the immediately preceding 36 months (or the lesser period of time in which Executive performed
services for the Bank). The determination of whether Executive has had a Separation from Service shall be made by applying the presumptions
set forth in the Treasury Regulations under Code Section 409A.


 


		1.16	“Specified Employee” means an individual who also satisfies the definition of “key employee”
as that term is defined in Code Section 416(i) (without regard to paragraph (5) thereof). In the event Executive is a Specified Employee,
no distribution shall be made to such Executive upon Separation from Service (other than due to death or disability) prior to the date
which is six (6) months following Separation from Service.



 


		1.17	“Survivor’s Benefit” means the benefit payable to Executive’s Beneficiary following
his death in accordance with Section 2.3 of the Plan.



 


ARTICLE II 


BENEFITS


 


2.1           Benefit
on Separation from Service on or after Normal Retirement Age.


 


If Executive has a Separation from
Service after reaching his Normal Retirement Age, Executive shall be entitled to an annual benefit equal to $11,869. The benefit
under this Section 2.1 shall commence on Executive’s Benefit Eligibility Date specified in Section 1.5(a) of the Plan and
shall be payable in monthly installments over the Payout Period specified in Section 1.14 of the Plan.


 






    4


     


    

 


		2.2	Involuntary Separation from Service Before Normal Retirement Age.



 


If Executive has an Involuntary Separation
from Service (including a resignation for Good Reason) prior to the attainment of his Normal Retirement Age (other than due to Cause or
death), Executive shall be entitled to the Accrued Benefit (annuitized for his life expectancy using the discount rate utilized for accounting
purposes as of the date of the Separation from Service) payable commencing on the Benefit Eligibility Date specified in Section 1.5(b)
of the Plan and payable in monthly installments over the Payout Period specified in Section 1.14 of the Plan.


 


2.3           Survivor’s
Benefit.


 


		(a)	If Executive dies while in the active service of the Bank and prior to attaining his Normal Retirement
Age, Executive’s Beneficiary shall be entitled to the Accrued Benefit (payable in equal monthly installments by dividing the Accrued
Benefit at the date of death by 180). The Bank shall pay Executive’s Beneficiary the Accrued Benefit on the Benefit Eligibility
Date specified in Section 1.5(c) of the Plan in monthly installments for a period of fifteen (15) years.



 


		(b)	If Executive dies following a Separation from Service after reaching his Normal Retirement Age but prior
to the commencement of benefit payments to Executive, Executive’s Beneficiary shall be entitled to the benefit payments that would
have been made to Executive at the same time and in the same amounts they would have been paid to Executive had Executive survived for
a period of fifteen (15) years (180 monthly installments). If Executive dies following a Separation of Service and after the commencement
of benefit payments, Executive’s Beneficiary shall be entitled to the remaining benefit payments at the same time and in the same
amounts they would have been paid to Executive had Executive survived for fifteen (15) years following his Separation from Service and
received 180 monthly installments. For the avoidance of doubt, if Executive had received 180 monthly installments at the time of his death,
his Beneficiary will not be entitled to any benefit payments following the death of Executive. If Executive had received 100 monthly installments
at the time of his death, his Beneficiary would be entitled to 80 monthly installments following the death of Executive. No benefits will
be paid from the Plan following the death of Executive’s Beneficiary regardless of whether the death occurs before the payment of
180 monthly installments.



 


		2.4	Termination for Cause and Voluntary Termination. Notwithstanding any other provision of this Plan
to the contrary, if Executive is terminated for Cause or voluntarily Separates from Service prior to the attainment of his Normal Retirement
Age, other than for Good Reason, all benefits under this Plan shall be forfeited by Executive and Executive’s participation in this
Plan shall become null and void.



 


		2.5	Benefit Payable on Separation from Service within Two Years Following a Change in Control. In the
event a Change in Control occurs followed by Executive’s Involuntary Separation from Service or resignation for Good Reason within
two (2) years, Executive shall be entitled to his present value of the benefit that would otherwise be due under Section 2.1 of the Plan
payable commencing on the Benefit Eligibility Date specified in Section 1.5(d), in a lump sum.






 






    5


     


    

 


ARTICLE III


BENEFICIARY DESIGNATION


 


Executive shall make an initial
designation of primary and secondary Beneficiaries upon initial participation in the Plan by completion of a Beneficiary form substantially
in the form attached as Exhibit A, and shall have the right to change the designation, at any subsequent time. Any Beneficiary designation
shall become effective only when receipt thereof is acknowledged in writing by the Administrator.


 


ARTICLE IV


EXECUTIVE’S RIGHT TO ASSETS,


ALIENABILITY AND ASSIGNMENT PROHIBITION


 


At no time shall Executive
be deemed to have any lien, right, title or interest in or to any specific investment or asset of the Bank. The rights of Executive, any
Beneficiary, or any other person claiming through Executive under this Plan, shall be solely those of an unsecured general creditor of
the Bank. Executive, the Beneficiary, or any other person claiming through Executive, shall only have the right to receive from the Bank
those payments so specified under this Plan. Neither Executive nor any Beneficiary under this Plan shall have any power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder, nor
shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by Executive
or his Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise.


 


ARTICLE V


ERISA PROVISIONS


 


		5.1	Named Fiduciary and Administrator. The Bank shall be the Named Fiduciary and Administrator of this
Plan. As Administrator, the Bank shall be responsible for the management, control and administration of the Plan as established herein.
The Administrator may delegate to others certain aspects of the management and operational responsibilities of the Plan, including the
employment of advisors and the delegation of ministerial duties to qualified individuals.



 


		5.2	Claims Procedure and Arbitration. In the event that benefits under this Plan is not paid to Executive
(or to his Beneficiary in the case of Executive’s death) and the claimant(s) feel he or they are entitled to receive the benefits,
then a written claim must be made to the Administrator within sixty (60) days from the date payments are refused. The Administrator shall
review the written claim and, if the claim is denied, in whole or in part, it shall provide in writing, within thirty (30) days of receipt
of such claim, its specific reasons for such denial, reference to the provisions of this Plan upon which the denial is based, and any
additional material or information necessary for such claimants to perfect the claim. The written notice by the Administrator shall further
indicate the additional steps which must be undertaken by claimants if an additional review of the claim denial is desired.



 


If claimants desire a second
review, they shall notify the Administrator in writing within thirty (30) days of the first claim denial. Claimants may review this
Plan or any documents relating thereto and submit any issues and comments, in writing, they may feel appropriate. In its sole
discretion, the Administrator shall then review the second claim and provide a written decision within thirty (30) days of receipt
of such claim. This decision shall state the specific reasons for the decision and shall include reference to specific provisions of
this Plan upon which the decision is based.


 






    6


     


    

 


No claimant shall
institute any action or proceeding in any state or federal court of law or equity or before any administrative tribunal or arbitrator
for a claim for benefits under the Plan until the claimant has first exhausted the provisions set forth in this Section 5.2.


 


ARTICLE VI


MISCELLANEOUS


 


		6.1	No Effect on Employment Rights. Nothing contained herein will confer upon Executive the right to
be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with Executive without regard to
the existence of the Plan.



 


		6.2	State Law. The Plan is established under, and will be construed according to, the laws of the State
of Ohio, to the extent such laws are not preempted by ERISA and valid regulations published thereunder or any other federal law.



 


		6.3	Severability and Interpretation of Provisions. The Bank shall have full power and authority to
interpret, construe and administer this Plan and the Bank’s interpretation and construction thereof and actions thereunder shall
be binding and conclusive on all persons for all purposes. No employee or representative of the Bank shall be liable to any person for
any actions taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his own willful
misconduct or lack of good faith. In the event that any of the provisions of this Plan or portion hereof are held to be inoperative or
invalid by any court of competent jurisdiction, or in the event that any provision is found to violate Code Section 409A and would
subject Executive to additional taxes and interest on the amounts deferred hereunder, or in the event that any legislation adopted by
any governmental body having jurisdiction over the Bank would be retroactively applied to invalidate this Plan or any provision hereof
or cause the benefits under this Plan to be taxable, then: (1) insofar as is reasonable, effect will be given to the intent manifested
in the provisions held invalid or inoperative, and (2) the validity and enforceability of the remaining provisions will not be affected
thereby. In the event that the intent of any provision shall need to be construed in a manner to avoid taxability, this construction shall
be made by the Administrator in a manner that would manifest to the maximum extent possible the original meaning of such provisions.



 


		6.4	Incapacity of Recipient. If a benefit is payable to a minor, to a person declared incompetent,
or to a person incapable of handling the disposition of his property, the Bank may pay such benefit to the guardian, legal representative
or person having the care or custody of such minor, incompetent person or incapable person. The Bank may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the benefit. The distribution shall completely discharge
the Bank for all liability with respect to the benefit.



 


		6.5	Unclaimed Benefit. Executive shall keep the Bank informed of his or her current address and the
current address of his Beneficiaries. If the location of Executive is not made known to the Bank, the Bank shall delay payment of Executive’s
benefit payment(s) until the location of Executive is made known to the Bank; however, the Bank shall only be obligated to hold the benefit
payment(s) for Executive until the expiration of three (3) years. Upon expiration of the three (3) year period, the Bank may discharge
its obligation by payment to Executive’s Beneficiary. If the location of Executive’s Beneficiary is not known to the Bank,
Executive and his Beneficiary(ies) shall thereupon forfeit any rights to
the balance, if any, of any benefits provided for such Executive and/or Beneficiary under this Plan.






 






    7


     


    

 


		6.6	Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, no individual
acting as an employee or agent of the Bank, or as a member of the Board of Directors shall be personally liable to Executive or any other
person for any claim, loss, liability or expense incurred in connection with the Plan.



 


		6.7	Gender. Whenever in this Plan words are used in the masculine or neuter gender, they shall be read
and construed as in the masculine, feminine or neuter gender, whenever they should so apply.



 


		6.8	Effect on Other Corporate Benefit Plans. Nothing contained in this Plan shall affect the right
of Executive to participate in or be covered by any qualified or nonqualified pension, profit sharing, group, bonus or other supplemental
compensation or fringe benefit agreement constituting a part of the Bank’s existing or future compensation structure.



 


		6.9	Inurement. This Plan shall be binding upon and shall inure to the benefit of the Bank, its successors
and assigns, and Executive, his successors, heirs, executors, administrators, and Beneficiaries.



 


		6.10	Acceleration of Payments. Except as specifically permitted under
this Section 6.10 or in other sections of this Plan, no acceleration of the time or schedule of any payment may be made under this Plan.
Notwithstanding the foregoing, payments may be accelerated hereunder by the Bank, in accordance with the provisions of Treasury Regulation
Section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department. Accordingly, payments may be accelerated,
in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances: (i)
as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the Federal Government; (iii) in compliance
with ethics laws or conflicts of interest laws; (iv) in limited cash-outs (but not in excess of the limit under Code Section 402(g)(1)(B));
(v) in the case of certain distributions to avoid a non-allocation year under Code Section 409(p); (vi) to apply certain offsets in satisfaction
of a debt of Executive to the Bank; (vii) in satisfaction of certain bona fide disputes between Executive and the Bank; or (viii)
for any other purpose set forth in the Treasury Regulations and subsequent guidance.



 


		6.11	Headings. Headings and sub-headings in this Plan are inserted for reference and convenience only
and shall not be deemed a part of this Plan.



 


		6.12	12 U.S.C. §1828(k). Any payments made to Executive pursuant to this Plan or otherwise are
subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) or any regulations promulgated thereunder.



 


		6.13	Payment of Employment and Code Section 409A Taxes. Any distribution under this Plan shall be reduced
by the amount of any taxes required to be withheld from the distribution. This Plan shall permit the acceleration of the time or schedule
of a payment to pay employment-related taxes as permitted under Treasury Regulation Section 1.409A-3(j) or to pay any taxes that may become
due at any time that the arrangement fails to meet the requirements of Code Section 409A and the regulations and other guidance promulgated
thereunder. In the latter case, such payments shall not exceed the amount required to be included in income as the result of the failure
to comply with the requirements of Code Section 409A.






 






    8


     


    

 


		6.14	Successors to the Bank. The Bank, as applicable, will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank to assume
expressly and agree to perform the duties and obligations under this Plan in the same manner and to the same extent as the Bank would
be required to perform it if no such succession had taken place.



 


		6.15	Legal Fees. In the event Executive retains legal counsel to enforce any of the terms of the Plan,
the Bank will pay his legal fees and related expenses reasonably incurred by him, but only if Executive prevails in an action seeking
legal and/or equitable relief against the Bank.



 


ARTICLE VII


AMENDMENT/TERMINATION


 


		7.1	This Plan may be amended or modified at any time, in whole or part, with the mutual written consent of
Executive and the Bank. Notwithstanding anything to the contrary herein, the Plan may be amended without Executive’s consent to
the extent necessary to comply with existing tax laws or changes to existing tax laws or to amend or terminate the Plan in accordance
with Section 7.2 below.



 


		7.2	Termination of Plan.



 


		(a)	Partial Termination. The Board of Directors, at its discretion, may partially terminate the Plan
by freezing future accruals if, in its sole judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential
payments thereunder, would not be in the best interests of the Bank.



 


		(b)	Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete
termination of the Plan, the Plan shall cease to operate and the Bank shall pay out to Executive his benefits as if Executive had terminated
employment as of the effective date of the complete termination. A complete termination of the Plan shall occur only under the following
circumstances and conditions:



 


		(i)	The Board of Directors may terminate the Plan within 12 months of a corporate dissolution taxed under
Code Section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the benefit is included
in Executive’s (or his Beneficiary’s) gross income (and paid to Executive or his Beneficiary) in the latest of (i) the calendar
year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture;
or (iii) the first calendar year in which the payment is administratively practicable.



 


		(ii)	The Board of Directors may terminate the Plan by Board of Directors action taken within the 30 days preceding
or 12 months following a Change in Control, provided that the Plan shall only be treated as terminated if all substantially similar arrangements
sponsored by the Bank are terminated so that Executive and all participants under substantially similar arrangements are required to receive
all amounts payable under the terminated arrangements within 12 months of the date of the termination of the arrangements.



 






    9


     


    

 





		(iii)	The Board of Directors may terminate the Plan at any time provided that (i) the termination does not occur
proximate to a downturn in the financial health of the Bank, (ii) all arrangements sponsored by the Bank that would be aggregated with
this Plan under Treasury Regulations Section 1.409A-1(c) if Executive was also covered by any of those other arrangements are also terminated;
(iii) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are
made within 12 months of the termination of the arrangement (e.g., Executive’s benefit); (iv) all payments are made within 24 months
of the termination of the arrangements; and (v) the Bank does not adopt a new arrangement that would be aggregated with any terminated
arrangement under Treasury Regulations Section 1.409A-1(c) if Executive participated in both arrangements, at any time within three years
following the date of termination of the arrangement.



 


ARTICLE VIII


EXECUTION


 


		8.1	This Plan sets forth the entire understanding of the Bank and Executive with respect to the transactions
contemplated hereby, and any previous agreements or understandings between them regarding the subject matter hereof are merged into and
superseded by this Plan.



 


		8.2	This Plan shall be executed in duplicate, each copy of which, when so executed and delivered, shall be
an original, but both copies shall together constitute one and the same instrument.



 


[signature page follows]





 






    10


     


    

 


IN WITNESS WHEREOF, the Bank
has caused this Plan to be executed, effective as of the day and date first above written.


 


 


	ATTEST:	 	VAN WERT FEDERAL SAVINGS BANK
	 	 	 
	/s/ Gary Clay	 	By:	/s/ Edward R. Buhl
	GARY CLAY	 	 
	 	 	Title:	Director
	July 27, 2016	 	 
	Date	 	Date:	July 27, 2016



 








    11