formofcontract.htm


    


      EXHIBIT
10.1

      EMPLOYMENT
CONTRACT

       

       

      
        THIS EMPLOYMENT CONTRACT ("Contract")
made and effective this 1st
day of June,  2009, by and between _______________________________
("Employee") and UNITED BANCORP, INC., 205 E. Chicago
Blvd., P.O. Box 248, Tecumseh, Michigan 49286 ("UBI").

         

        RECITALS

      

       

      
        	
                A.

              	
                UBI
      desires to continue to employ
Employee.

              


      

       

      
        	
                B.

              	
                Employee
      desires to continue to be employed by
UBI.

              


      

       

      
        	
                C.

              	
                There
      is continued activity by multi-bank holding companies in the acquisition
      of independent community banks, which often jeopardizes the continued
      employment of senior officers of the acquired bank, and UBI wishes to
      minimize the uncertainty and distraction caused by such activity, which
      would detract from Employee's ability to perform his/her duties, by
      providing Employee with some transition assistance if Employee's
      employment is terminated under circumstances entitling Employee to
      payments under paragraph 3 or 11 of this
  Contract.

              


      

       

      NOW, THEREFORE, UBI and Employee hereby
enter into this Employment Contract on the following terms and
conditions:

       

      
        	
                1.  

              	
                Employment.  UBI
      hereby employs Employee, and Employee accepts this employment and agrees
      to devote his/her full-time attention and energies to the performance of
      his/her employment duties.  UBI retains the right to terminate
      Employee's employment at will subject to the terms of this
      Contract.

              


      

      


       

      
        	
                2.  

              	
                Term of
      Contract.  The Initial Term of this Contract shall be
      from June 1, 2009 through March 31, 2010.  Beginning on April 1,
      2010, this contract shall automatically renew for additional one year
      terms from April 1 through March 31 (“Renewal Term”) unless either party
      gives the other written notice of nonrenewal not later than 60 days before
      the expiration of the Initial Term or any Renewal Term; if such notice of
      nonrenewal is given this Contract will expire at the end of its
      then-current term.  If Employee's employment terminates before
      expiration of this Contract: (A) Employee will be entitled to the payments
      under paragraph 3 or 11, if applicable, notwithstanding such expiration
      and (B) Employee will remain subject to paragraphs 9, 12, 13 and 14
      notwithstanding such expiration.  The confidentiality provisions
      in paragraph 12 shall survive termination of Employee's employment and
      expiration of this Contract, and will remain in effect permanently as
      provided in paragraph 12.

              


      

      


       

      
        	
                3.  

              	
                Payment Upon
      Termination in Certain Circumstances.  If UBI terminates
      Employee's employment other than for "Cause," as defined in paragraph 6,
      below, under circumstances constituting an involuntary separation from
      service, as those terms are defined under Section 409A of the Internal
      Revenue Code and related regulations (the "Code"), Employee will be
      entitled to the payments provided in this paragraph, subject to the
      conditions in this paragraph.  Provided, however, that if
      Employee is entitled to payments under paragraph 11, this paragraph will
      not apply.

              


      


      
        
           


        

        
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                a.  

              	
                Payments.

              


      

      


      
        	
                i.  

              	
                Employee
      shall continue to receive his/her regular salary (the salary in effect
      immediately prior to such termination) in accordance with UBI's regular
      payroll practices and subject to required payroll withholding, for 6
      months after the date of Employee's separation from
    service.

              


      

      


       

      
        	
                ii.  

              	
                 Provided
      that Employee elects and remains eligible for COBRA continuation coverage,
      UBI will pay the COBRA continuation premiums to continue Employee's
      employee and dependent coverage under the Company's health insurance
      program for 6 months after the date of Employee's separation from
      service.

              


      

      


       

      
        	
                b.  

              	
                Conditions.  Employee's
      entitlement to the payments in subparagraph a. above is subject to the
      following conditions.

              


      

      


       

      
        	
                i.  

              	
                Employee
      must sign within a time period designated by UBI (which shall be at least
      7 days and not more than 45 days after Employee's separation from
      service), and must not revoke or purport to revoke, a general release, in
      a form prepared by UBI, of any claims that the Employee might otherwise
      have against UBI, any entity owning, owned by, or under common ownership
      with UBI ("Affiliate"), and the officers, directors, employees and agents
      of UBI and each Affiliate, provided that such general release will not
      release Employee's right to any payments under this Contract, any vested
      benefits to which Employee is entitled under the terms of UBI's benefit
      programs with respect to Employee's service through the date of separation
      from service, any rights of Employee under the terms of any applicable UBI
      equity compensation programs with respect to outstanding stock options or
      restricted stock, or any rights of Employee to indemnification under the
      Articles of Incorporation of Bylaws of UBI or any
    Affiliate.

              


      

      


       

      
        	
                ii.  

              	
                Employee's
      entitlement to the payments under this paragraph is conditioned on
      Employee's compliance with Employee's obligations under paragraphs 9, 12,
      13 and 14.

              


      

      


       

      
        	
                iii.  

              	
                The
      continuation of salary and COBRA premiums shall immediately cease if
      Employee secures employment before the end of the 6 month period following
      Employee's separation from service.

              


      

      


       

      
        	
                iv.  

              	
                The
      payments under this paragraph are subject to paragraph
  16.

              


      

      


       

      
        	
                v.  

              	
                In
      no event shall the total salary amounts paid under paragraph 3.a.i. or
      11.a.i. exceed twice the compensation limit under Code Section 401(a)(17)
      in effect at the time the payments are
made.

              


      

      


       

      
        	
                4.  

              	
                Duties.  The
      duties, responsibilities and authority of Employee shall be as determined
      by UBI from time to time.

              


      


      
        
           


        

        
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                5.  

              	
                Compensation.  Employee's annual salary for the
      Initial Term shall be $______________, unless adjusted pursuant to the
      following provisions:

              


      

      


       

      
        	
                a.  

              	
                It
      is contemplated that Employee will be eligible for an annual bonus as a
      participant in both the Management Committee Incentive Compensation Plan
      and the Stakeholder Incentive Compensation Plan, subject to the terms of
      those plans.  Any annual bonus shall be paid not later than 21⁄2
      months following the end of the applicable fiscal
  year.

              


      

      


       

      
        	
                b.  

              	
                Employee
      shall receive the standard employee benefits of employees of
      UBI.

              


      

      


       

      
        	
                c.  

              	
                Changes
      may be made to the salary and fringe benefits herein set forth and such
      changes shall be set forth in Attachment A.  Changes to the
      salary and fringe benefits are effective only after Attachment A has been
      signed by the Chairman of the Board of UBI and by the
      Employee.  UBI retains the right to modify its benefit programs
      as applicable to all participating employees, and such changes will not
      require an Attachment A.

              


      

      


       

      
        	
                6.  

              	
                Termination for
      Cause.  UBI may terminate this Contract for "Cause," such
      termination to be immediate, without notice, at any time, and with
      compensation and benefits only to the date of the termination of
      Employee.  The term "Cause" shall include the following
      enumerated and substantially equivalent
matters:

              


      

      


       

      
        	
                a.  

              	
                the
      death of Employee;

              


      

      


       

      
        	
                b.  

              	
                the
      disability of Employee rendering him/her unable to perform the services
      required under the Contract for a period of 180
  days;

              


      

      


       

      
        	
                c.  

              	
                known
      substance abuse by Employee;

              


      

      


       

      
        	
                d.  

              	
                felony
      conviction or plea (including a plea of guilty, nolo contendere or similar
      plea) of Employee;

              


      

      


       

      
        	
                e.  

              	
                misdemeanor
      conviction or plea (including a plea of guilty, nolo contendere or similar
      plea) of Employee, if the misdemeanor involves moral
      turpitude;

              


      

      


       

      
        	
                f.  

              	
                Employee's
      repeated unprofessional, irresponsible or disruptive language or conduct
      in the performance of his duties;

              


      

      


       

      
        	
                g.  

              	
                Employee's
      dishonesty, breach of professional or corporate ethics, or criticism by a
      regulatory agency involving a serious violation of law or
      regulations;

              


      

      


       

      
        	
                h.  

              	
                Employee's
      substantial breach of any significant term of this Contract, including,
      but not limited to, continued unsatisfactory job performance (other than
      as provided in paragraph 8), or repeated uncooperative
      conduct.

              


      


      
        
           


        

        
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                7.  

              	
                Suspension.  UBI may suspend the employment of Employee
      resulting in the cessation of the performance of duties and the cessation
      of all compensation and benefits, in accordance with the following
      provisions:

              


      

      


       

      
        	
                a.  

              	
                If
      criminal charges as described in subparagraph 6.d. or e. are made against
      Employee, then UBI, acting in its discretion, may suspend Employee for any
      period of time, provided that the suspension shall end if such charges do
      not result in a conviction of a plea (of guilty or nolo contendere, etc.)
      of either the original charge(s) or any lesser
  charge(s).

              


      

      


       

      
        	
                b.  

              	
                 If
      a regulatory agency criticizes Employee for regulatory violations as set
      forth in paragraph 6.g. above, UBI shall have the discretion to suspend
      Employee for any period of time, provided that if the alleged violations
      are resolved in the Employee's favor, the suspension shall
      end.

              


      

      


       

      The
discretion invested in UBI as set forth in this paragraph 7 shall be exercised
by the Chairman of its Board of Directors (as to suspension of UBI’s Chief
Executive Officer) or by UBI’s Chief Executive Officer (as to suspension of any
other employee).

       

      


       

      
        	
                8.  

              	
                Failure to Meet Goals
      and Objectives.  In the event of Employee's repeated
      failure to meet goals and objectives which are established by the Board of
      Directors of UBI from time to time, Employee's employment may be
      terminated immediately, without notice, at any time, provided that upon
      such termination Employee shall receive the payments provided in paragraph
      3 (or paragraph 11 if applicable) subject to the conditions in such
      paragraph.

              


      

      


       

      
        	
                9.  

              	
                Employee
      Responsibilities Following Termination.  Termination of
      this Contract shall not relieve Employee of his/her responsibilities to
      complete any records, cooperate with UBI on any litigation, audits,
      regulatory reviews, claims or investigations, and otherwise to fulfill all
      responsibilities under this Contract which should have been rendered prior
      to its termination.

              


      

      


       

      
        	
                10.  

              	
                Change in
      Control.  For purposes of this Contract, a Change in
      Control of UBI shall mean:

              


      

      


       

      
        	
                a.  

              	
                the
      acquisition by any individual, entity, or group (a "Person"), including
      any "person" within the meaning of Sections 13(d)(3) or 14(d)(2) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), of
      beneficial ownership within the meaning of Rule 13d-3 promulgated under
      the Exchange Act, of 20% or more of either (i) the then outstanding shares
      of common stock of UBI (the "Outstanding Company Common Stock") or (ii)
      the combined voting power of the then outstanding securities of UBI
      entitled to vote generally in the election of directors (the "Outstanding
      Company Voting Securities"); provided, however, that the following
      acquisitions shall not constitute a Change in Control: (A) any acquisition
      by UBI or a UBI subsidiary, (B) any acquisition by an employee benefit
      plan (or related trust) sponsored or maintained by UBI or a UBI subsidiary
      or any Person controlled by UBI or a UBI subsidiary, (C) any acquisition
      by any corporation pursuant to a reorganization, merger, or consolidation
      involving UBI or a UBI subsidiary, if, immediately after such
      reorganization, merger, or consolidation, each of the conditions described
      in clauses (i), (ii), and (iii) of subsection c. shall be satisfied, or
      (D) any acquisition by the Employee or any group of persons including the
      Employee;

              


      


      
        
           


        

        
          Page
4

          
            

          

        

        
           


        

      


      
        	
                b.  

              	
                individuals
      who, as of the date hereof, constitute the Board of Directors of UBI (the
      "Incumbent Board") cease for any reason to constitute at least a majority
      of such Board; provided, however, that any individual who becomes a
      director of UBI subsequent to the date hereof whose election, or
      nomination for election by the shareholders of UBI, was approved by the
      vote of at least a majority of the directors then comprising the Incumbent
      Board (either by a specific vote or by approval of the proxy statement of
      UBI in which such person is named as a nominee for director, without
      objection to such nomination) shall be deemed to have been a member of the
      Incumbent Board; and provided further, that no individual who was
      initially elected as a director of UBI as a result of an actual or
      threatened election contest, as such terms are used in Rule 14a-11 of
      Regulation 14A promulgated under the Exchange Act, or any other actual or
      threatened solicitation of proxies or consents by or on behalf of any
      Person other than the Board, shall be deemed to have been a member of the
      Incumbent Board;

              


      

      


       

      
        	
                c.  

              	
                approval
      by the shareholders of UBI of a reorganization, merger, or consolidation
      unless, in any such case, immediately after such reorganization, merger,
      or consolidation, (i) more than 50% of the then outstanding shares of
      common stock of the corporation resulting from such reorganization,
      merger, or consolidation and more than 50% of the combined voting power of
      the then outstanding securities of such corporation entitled to vote
      generally in the election of directors is then beneficially owned,
      directly or indirectly, by all or substantially all of the individuals or
      entities who were the beneficial owners, respectively, of the Outstanding
      Company Common Stock and the Outstanding Company Voting Securities
      immediately prior to such reorganization, merger, or consolidation and in
      substantially the same proportions relative to each other as their
      ownership, immediately prior to such reorganization, merger, or
      consolidation, of the Outstanding Company Common Stock and the Outstanding
      Company Voting Securities, as the case may be, (ii) no Person (other than
      (A) UBI or a UBI subsidiary, any employee benefit plan (or related trust)
      sponsored or maintained by UBI or a UBI subsidiary or the corporation
      resulting from such reorganization, merger, or consolidation (or any
      corporation controlled by UBI or a UBI subsidiary), or (B) any Person
      which beneficially owned, immediately prior to such reorganization,
      merger, or consolidation, directly or indirectly, 20% or more of the
      Outstanding Company Common Stock or the Outstanding Company Voting
      Securities, as the case may be, beneficially owns, directly or indirectly,
      20% or more of the then outstanding shares of common stock of such
      corporation or 20% or more of the combined voting power of the then
      outstanding securities of such corporation entitled to vote generally in
      the election of directors, and (iii) at least a majority of the members of
      the board of directors of the corporation resulting from such
      reorganization, merger, or consolidation were members of the Incumbent
      Board at the time of the execution of the initial agreement or action of
      the Board providing for such reorganization, merger, or consolidation;
      or

              


      

      


       

      
        	
                d.  

              	
                approval
      by the shareholders of UBI of (i) a plan of complete liquidation or
      dissolution of UBI or (ii) the sale or other disposition of all or
      substantially all of the assets of
UBI.

              


      

      


       

      
        	
                11.  

              	
                Provisions Applicable
      in the Event of a Change in Control.  Employee will be
      entitled to the payments in this paragraph, subject to the conditions in
      this paragraph, if, within 12 months following the effective date of a
      Change in Control (A) Employee's employment is terminated by UBI (or a
      successor) for any reason (other than for a cause described in
      subparagraphs 6.a, b, c, d or e) and such termination constitutes an
      involuntary separation from service, as those terms are defined under
      Section 409A of the Code or (B) Employee resigns for "Good Reason" (as
      defined

              


      

       


      
        
           


        

        
          Page
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      below)
and such resignation constitutes an involuntary separation from service as those
terms are defined in Section 409A of the Code.

      


       

      
        	
                a.  

              	
                Payments.

              


      

      


       

      
        	
                i.  

              	
                UBI
      will pay Employee, within 15 days after the effective date of the release
      of claims referred to in paragraph 11.b. and 3.b.i., a lump sum in cash
      equal to 12 months of Employee's salary (at a rate equal to Employee's
      regular base pay in effect immediately prior to such termination and
      subject to required payroll
withholding).

              


      

      


       

      
        	
                ii.  

              	
                Provided
      that Employee elects and remains eligible for COBRA continuation coverage,
      UBI will pay the COBRA continuation premiums to continue Employee's
      employee and dependent coverage under UBI's health insurance program for
      12 months after the date of Employee's separation from
      service.

              


      

      


       

      
        	
                b.  

              	
                Conditions.  Employee's
      entitlement to the payments in (a) above is subject to the conditions in
      paragraph 3.b.i., ii., iv. and v. and paragraph
  17.

              


      

      


       

      
        	
                c.  

              	
                "Good Reason"
      Defined.  Employee’s separation from service will be
      considered an involuntary separation from service for Good Reason if
      Employee resigns as a result of any of the conditions in i. below, UBI has
      had the opportunity to correct such condition and has failed to do so
      within the period provided in ii. below and Employee resigns as provided
      in ii. below.

              


      

      


       

      
        	
                i.  

              	
                Any
      one or more of the following conditions arises in the 12 months following
      the Change in Control without the consent of
  Employee:

              


      

      


       

      
        	
                1.  

              	
                A
      material diminution in Employee's base
  compensation;

              


      

      
        	
                2.  

              	
                A
      material diminution in Employee's authority, duties, or
      responsibilities;

              


      

      
        	
                3.  

              	
                A
      material diminution in the authority, duties or responsibility of the
      supervisor to whom Employee reports, including (if Employee reports to
      UBI's Board of Directors) a requirement that Employee report to a
      corporate officer or employee instead of reporting directly to the Board
      of Directors;

              


      

      
        	
                4.  

              	
                A
      material diminution in the budget over which Employee retains
      authority;

              


      

      
        	
                5.  

              	
                A
      material change in the geographic location at which Employee must perform
      services; or

              


      

      
        	
                6.  

              	
                Any
      other action or inaction by UBI or its successor that constitutes material
      breach of this Contract.

              


      

      


       

      
        	
                ii.  

              	
                Employee
      notifies UBI or its successor in writing of the existence of the condition
      described in paragraph 11.c.i. within 90 days of the initial existence of
      the condition, UBI or its successor fails to remedy the condition and make
      Employee whole within 30 days after such notification by Employee and
      Employee resigns by written notice within 30 days
    thereafter.

              


      


      
        
           


        

        
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                12.  

              	
                Confidential
      Information.  The following confidentiality provisions
      are a material part of the consideration relied upon by UBI in entering
      into this Contract:

              


      

      


       

      
        	
                a.  

              	
                In
      connection with Employee's employment with UBI, Employee will have access
      to information or materials of UBI and/or its subsidiaries that are
      considered trade secret, confidential and/or proprietary
      ("Information").  Information includes, but is not limited to,
      compilations of data, strategic plans, sales and marketing plans, customer
      and supplier information, financial information, and proposed agreements,
      and applies to such Information whether communicated orally, in writing,
      electronically, or by any other
means.

              


      

      


       

      
        	
                b.  

              	
                Information
      created by Employee during Employee's employment with UBI that relates to
      the business of UBI and its subsidiaries (or prospective business
      opportunities), or uses by UBI and/or its subsidiaries of Information
      created with resources of UBI and/or its subsidiaries (including staff,
      premises and equipment), belongs to UBI.  The term "Information"
      includes copyrightable works of original authorship (including but not
      limited to reports, analyses, and compilations, business plans, new
      product plans), ideas, inventions (whether patentable or not), know-how,
      processes, trademarks and other intellectual property.  All
      works of original authorship created during Employee's employment are
      "works for hire" as that term is used in connection with the U.S.
      Copyright Act.  Employee hereby assigns to UBI all rights, title
      and interest in work product, including copyrights, patents, trade
      secrets, trademarks and know-how.

              


      

      


       

      
        	
                c.  

              	
                Employee
      shall use Information only for the benefit of UBI and/or its subsidiaries
      and not for Employee's own benefit.  Employee shall not take
      Information or the materials of UBI and/or its subsidiaries upon
      termination of Employee's
employment.

              


      

      


       

      
        	
                d.  

              	
                Information
      shall be disclosed and used only by staff members of UBI and/or its
      subsidiaries who have a need to access it in order to do their jobs, shall
      be maintained in secure physical locations, and shall not be disclosed to
      any other company or person except in connection with the business
      activities of UBI and/or its
subsidiaries.

              


      

      


       

      
        	
                e.  

              	
                The
      confidentiality provisions of this paragraph will survive termination of
      the employment relationship with UBI and expiration of this Contract, and
      shall continue in effect permanently for so long a period of time as the
      Information is maintained by UBI and/or its subsidiaries as
      confidential.

              


      

      


       

      
        	
                13.  

              	
                Nonsolicitation of
      Employees and Customers.  The following nonsolicitation
      provisions form a material part of the consideration relied upon by UBI in
      entering into this Contract:

              


      

      


       

      
        	
                a.  

              	
                During
      the term of Employee's employment and for a period of one year after
      Employee's last day of employment, Employee agrees not to hire, and not to
      solicit for hire, any then-current employees of UBI and/or its
      subsidiaries, or to contact them for the purpose of inducing them to leave
      UBI and/or its subsidiaries.

              


      

      


       

      
        	
                b.  

              	
                During
      the term of Employee's employment and for a period of one year after
      Employee's last day of employment, Employee agrees not to contact any
      then-current customers of UBI and/or its subsidiaries for the purpose of
      inducing them to leave UBI and/or its subsidiaries
  or

              


      


      
        
           


        

        
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      to
discourage them from doing business with UBI and/or its
subsidiaries.  Employee agrees that, for such time period, Employee
will not provide the type of services Employee provided under this Contract to
any person or business customer who was a customer of UBI and/or its
subsidiaries at the time of Employee's departure.

      


       

      
        	
                14.  

              	
                Noncompete.  UBI
      and Employee acknowledge and agree that by virtue of his/her past
      experience in the banking industry and his/her knowledge of the business
      of UBI and its subsidiaries, Employee is uniquely qualified to
      successfully compete with UBI and/or its subsidiaries.  In
      recognition of these circumstances, and in consideration of UBI's
      continued employment of Employee in accordance with the terms of this
      Contract, Employee covenants and agrees that during the term of Employee's
      employment and for  a period of one year after Employee's last
      day of employment, Employee will not engage in the counties of Lenawee,
      Monroe and/or Washtenaw in any business which is competitive with a
      business then regularly conducted by UBI and/or its subsidiaries in either
      or both of said counties, as an owner, employee, independent contractor or
      in any other capacity; provided, however, that the forgoing covenants
      shall not prohibit the Employee from owning, directly or indirectly, 1% or
      less of any publicly traded class of securities of a financial services
      corporation.

              


      

      


       

      
        	
                15.  

              	
                Enforcement of
      Contract; Injunctive Relief; Attorney Fees and
      Expenses.  Employee acknowledges that violation of
      paragraph 12, 13, or 14 of this Contract would cause irreparable damage to
      UBI and/or its subsidiaries, and that they shall be entitled to injunctive
      relief for any such violation, in addition to any other available
      remedy.  If Employee violates this Contract, in addition to all
      other remedies available to UBI and/or its subsidiaries at law, in equity,
      and under Contract, Employee agrees that he/she is obligated to pay all of
      the costs enforcement of this Contract incurred by UBI and/or its
      subsidiaries, including attorney fees and expenses.  The parties
      agree that venue concerning this Contract shall be Lenawee County,
      Michigan.

              


      

      


       

      
        	
                16.  

              	
                TARP
      Restrictions.  Notwithstanding any other provision of this
      Contract:

              


      

      


       

      
        	
                a.  

              	
                During
      the period in which any obligation arising from financial assistance
      provided under the Troubled Assets Relief Program ("TARP") remains
      outstanding  no payments shall be made for Employee's departure
      from UBI for any reason, including payments under paragraph 3 or 11, to
      the extent such payments are prohibited to Employee or any other UBI
      employee under Section 111 of the Emergency Economic Stabilization Act of
      2008 ("EESA"), as amended by Section 7001 of the American Recovery and
      Reinvestment Act of 2009 ("ARRA");
and 

              


      

      


       

      
        	
                b.  

              	
                UBI
      may recover and Employee shall repay to UBI any bonus or incentive
      compensation based on statements of earnings, revenues, gains or other
      criteria that are later found to be materially
  inaccurate.

              


      

      


       

      
        	
                17.  

              	
                Code Section 280G
      Cap.  Notwithstanding any other provision of this
      Contract, if (a) part or all of any compensation and benefits to be paid
      to Employee by or on behalf of UBI or any affiliate, whether under this
      Contract or otherwise, constitute a "parachute payment" (or payments)
      under Section 280G or any other similar provision of the Code, and (b) if
      the aggregate present value of such parachute payments (the "Parachute
      Amount") exceeds 2.99 times Employee's "base amount" as defined in Section
      280G of the Code, then the amounts otherwise payable to or for the benefit
      of Employee under this Contract and taken into account in calculating the
      Parachute

              


      

      


       

      
        
          
          

        

        
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8

          
            

          

        

        
          
          

        

      

      


      
         

        
          	
                   

                	
                  Amount shall be adjusted to the extent necessary to equate the
      Parachute Amount with 2.99 times Employee's "base amount."  The
      adjustments permitted under this paragraph may include the elimination of
      payments and the reduction of the amount of any
    payments.

                


        

      

       

      
        	
                18.  

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

              


      

      


       

      
        	
                If
      to UBI:

                Chairman
      of the Board

                United
      Bancorp, Inc.

                P.O.
      Box 248

                Tecumseh,
      Michigan 49286

              	
                If
      to Employee:

                _______________________
      (Name)

                _______________________
      (Street
      Address)

                _______________________
      (City, State,
      Zip)

              


      

      


       

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

       

      


       

      
        	
                19.  

              	
                Miscellaneous
      Provisions.  The following miscellaneous provisions form
      a part of this Contract:

              


      

      


       

      
        	
                a.  

              	
                Applicable
      Law.  This Contract and the rights of the parties
      hereunder shall be interpreted, construed and performed in accordance with
      the laws of the State of Michigan.

              


      

      


       

      
        	
                b.  

              	
                Entire
      Agreement.  This Contract as it may be modified in
      writing from time to time, constitutes the entire agreement between the
      parties, and supersedes any and all other agreements, oral or in writing,
      with respect to the subject matter contained
  herein.

              


      

      


       

      
        	
                c.  

              	
                Amendments.  This
      Contract may be altered, amended or modified at any time, but only by
      written agreement executed by the parties hereto, except that UBI may
      unilaterally amend the Contract to the extent required by law or to the
      extent the Compensation Committee of UBI's Board of Directors determines
      is necessary to comply with any restrictions, requirements or conditions
      under EESA, ARRA or any other law, regulation or other federal
      guidance.  Notwithstanding the preceding, no amendment or
      modification may be made to the Contract, even by mutual agreement, that
      would cause any Contract payments to violate the requirements of Section
      409A of the Code.  No waiver of any provision of this Contract
      shall be valid unless made in writing and signed by the party against whom
      such waiver is sought.

              


      

      


       

      
        	
                d.  

              	
                Paragraph
      Headings.  Any paragraph title or caption contained in
      this Contract is for convenience only, and shall not be deemed a part of
      this Contract.

              


      

      


       

      
        	
                e.  

              	
                Invalid
      Provisions.  The invalidity or unenforceability of any
      particular provision of this Contract shall not affect any other provision
      hereof.  If any provision or portion of a provision of this
      Contract is determined by a court of competent jurisdiction to be
      unenforceable as written, it is the intent of the parties that the court
      should modify such provision, including modifications to the activities
      covered, duration, or geographic scope of such provision, to the extent
      necessary to allow its enforcement as so
  modified.

              


      


      
        
           


        

        
          Page
9

          
            

          

        

        
           


        

      


      
        	
                f.  

              	
                 Successors and
      Assigns.  This Contract shall be binding upon, and shall
      inure to the benefit of the successors and assigns, including purchasers
      of UBI, and for purposes of realizing any benefits payable hereunder to
      Employee prior to his/her death, the heirs and personal representative of
      Employee.  In no event shall Employee assign or delegate any of
      Employee's rights, powers, duties and obligations under this Contract
      without prior written consent of UBI.  If Employee dies after a
      termination of Employee's employment entitling Employee to payments under
      paragraph 3 or 11, any remaining salary payments otherwise payable under
      paragraph 3 or 11 will be made to the beneficiary designated by Employee
      in writing to receive such payments (or if none, to Employee's estate),
      and COBRA premium payments will continue for the remainder of the period
      called for by paragraph 3 or 11 for the benefit of Employee's eligible
      dependents.  UBI shall have the right to assign and delegate any
      or all of its rights, powers, duties and obligations under this Contract
      to any of its subsidiaries.

              


      

      


      
        	
                20.  

              	
                Waiver of Jury
      Trial.  UBI and Employee specifically and knowingly waive
      their rights to a jury trial.

              


      

      


       

      
        	
                21.  

              	
                Arbitration.  The
      parties agree that any dispute or controversy arising out of or in
      connection with this Contract shall be resolved by arbitration in
      accordance with the following
provisions:

              


      

      


       

      
        	
                a.  

              	
                The
      arbitration proceeding shall be conducted under the Employment Dispute
      Resolution Rules of the American Arbitration Association in effect at the
      time a demand for arbitration of the dispute is made.  The
      decision and award of the arbitrator made under the AAA rules shall be
      exclusive, final and binding on all parties, their heirs, representatives,
      successors and assigns.  Judgment upon the award rendered by the
      arbitrator may be rendered in any circuit court having jurisdiction of the
      matter.  In the event Employee or UBI shall require equitable
      relief prior to the selection of an arbitrator to resolve the dispute,
      either party may seek temporary equitable relief from any court having
      jurisdiction of the dispute, subject to any final relief awarded by the
      arbitrator.

              


      

      


       

      
        	
                b.  

              	
                Limited
      civil discovery shall be permitted for the production of documents and the
      taking of depositions, provided, however, that no party is permitted to
      take the deposition of more than three witnesses except by agreement of
      the other party or upon order of the arbitrator pursuant to the motion of
      a party.  Subject to the foregoing limitations, discovery shall
      be conducted in accordance with the Federal Rules of Civil Procedure with
      any enforcement issues resolved by the
  arbitrator.

              


      

      


       

      
        	
                c.  

              	
                The
      arbitration and all proceedings, discovery and any award of the
      arbitrator, is confidential.  Neither the parties nor the
      arbitrator shall disclose any information gained during the course of the
      arbitration to any person or entity who is not a party to the arbitration
      unless permitted by law.  Attendance at the arbitration shall be
      limited to the parties and those called as
  witnesses.

              


      

      


       

      
        	
                d.  

              	
                The
      arbitration provisions of this paragraph shall not apply to any alleged
      violation by Employee of paragraph 12, 13 or 14, and UBI shall be entitled
      to seek judicial injunctive and other relief for any such alleged
      violation.

              


      



      
        
           


        

        
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10

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the parties have
executed this Contract, effective as of the date first above
written.

       

      


       

      
        	
                UNITED
      BANCORP, INC.

                 

                By:
      ____________________________

                   Chairman of
      the Board

              	
                 

                 

                ____________________________________

                Employee

              


      

      


       

      


       


      
        
           


        

        
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11

          
            

          

        

        
           


        

      


      ATTACHMENT
A

       

      


       

      
        	
                Employee:  ___________________________

              	
                Effective
      Date: __________________

              


      

      


      


      Salary
Per Annum: $___________________

      


      


      


      
        	
                ___________________________

              	
                _____________________

              


      

      
        	
                 Employee
      

              	
                Date

              


      

      


      


      
        	
                ___________________________

              	
                _____________________

              


      

      Chairman,
United Bancorp,
Inc.                                                                      Date

      


       

      



      
        
           


        

        
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12