Exhibit
10.13


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement
(the “Agreement”) is made effective as of __________, 2016 (the “Effective Date”), by and between Bank
34 (the “Bank”) and ___________ (“Executive”).  Any reference to the “Company” shall
mean Bancorp 34, Inc., the stock holding company of the Bank.


 


WHEREAS, the
Bank wishes to assure itself of the continued services of Executive for the period provided in this Agreement; and


 


WHEREAS, in
order to induce Executive to remain in the employ of the Bank and to provide further incentive for Executive to achieve the financial
and performance objectives of the Bank, the parties desire to enter into this Agreement; and


 


WHEREAS, the
Bank desires to set forth the rights and responsibilities of Executive and the compensation payable to Executive, as modified from
time to time.


 


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


 


		1.	POSITION AND RESPONSIBILITIES.



 


During the term of
this Agreement, Executive agrees to serve as [Title] of the Bank (the “Executive Position”), and will perform the duties
and will have all powers associated with such position as set forth in any job description provided to Executive by the Bank, and
as may be set forth in the bylaws of the Bank.  During the period provided in this Agreement, Executive also agrees to serve, if
elected, as an officer of any subsidiary or affiliate of the Bank and in such capacity carry out such duties and responsibilities
reasonably appropriate to that office.


 


		2.	TERM AND DUTIES.



 


(a)          The term of
this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue
for twenty-four (24) full calendar months thereafter.  Commencing on the first anniversary date following the Effective Date and
continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional
year such that the remaining term shall be twenty-four (24) months, provided, however, that in order for this Agreement to renew,
the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within
the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct
a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and
(ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of
the Board’s meeting.  If the decision of such disinterested members of the Board is not to renew this Agreement, then the
Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days
and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of twenty-four
(24) months following such Anniversary Date.  The failure of the disinterested members of the Board


 




     


     

    

 


to take the actions set forth herein before
any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue
the Non-Renewal Notice to Executive.  If the Board fails to inform Executive of its determination regarding the renewal or non-renewal
of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board
shall, within thirty (30) days of the receipt of such request, provide a written response to Executive.  Reference herein to the
term of this Agreement shall refer to both such initial term and such extended terms.


 


(b)          Notwithstanding
the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered
a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for twenty-four
(24) months following the date on which the Change in Control occurs.


 


(c)          During the period
of her employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves
of absence, Executive will devote all of her business time, attention, skill and efforts to the faithful performance of her duties
under this Agreement, including activities and duties related to the Executive Position.  Notwithstanding the preceding sentence,
subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and
charitable organizations, provided that in each case such service shall not materially interfere with the performance of her duties
under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict
of interest.


 


(d)          Nothing in this
Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this
Agreement.


 


3.          COMPENSATION,
BENEFITS AND REIMBURSEMENT.


 


(a)          Base Salary.   In consideration of Executive’s performance of the responsibilities and duties set forth in this Agreement, the Bank will
provide Executive the compensation specified in this Agreement.  The Bank will pay Executive a salary of $[_________] per year
(“Base Salary”). Such Base Salary will be payable in accordance with the customary payroll practices of
the Bank. During the term of this Agreement, the Board may consider increasing, but not decreasing (other than a decrease
which is applicable to all senior officers of the Bank and in a percentage not in excess of the percentage decrease for other senior
officers), Executive’s Base Salary as the Board deems appropriate.  Any change in Base Salary will become the “Base
Salary” for purposes of this Agreement.


 


(b)          Bonus.   Executive shall be entitled to participate in any bonus plan or arrangements of the Bank in which senior management is eligible
to participate.  Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of the other compensation
to which Executive is entitled under this Agreement.


 


(c)          Benefit
Plans.   Executive will be entitled to participate in all employee benefit plans, arrangements and perquisites offered to
employees and officers of the Bank.  Without limiting the generality of the foregoing provisions of this Section 3(c), Executive
also will be entitled to participate in any employee benefit plans including but not limited to retirement plans,


 




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pension plans, profit-sharing plans, health-and-accident
plans, or any other employee benefit plan or arrangement made available by the Bank in the future to management employees, subject
to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.


 


(d)          Vacation.   Executive will be entitled to paid vacation time each year during the term of this Agreement measured on a calendar year basis,
in accordance with the Bank’s customary practices, as well as sick leave, holidays and other paid absences in accordance
with the Bank’s policies and procedures for officers.  Any unused paid time off during an annual period will be treated in
accordance with the Bank’s personnel policies as in effect from time to time.


 


(e)          Expense
Reimbursements.   The Bank will reimburse Executive for all reasonable travel, entertainment and other reasonable expenses
incurred by Executive during the course of performing her obligations under this Agreement, including, without limitation, fees
for memberships in such organizations as Executive and the Board mutually agree are necessary and appropriate in connection with
the performance of her duties under this Agreement, upon substantiation of such expenses in accordance with applicable policies
and procedures of the Bank.  All reimbursements pursuant to this Section 3(e) shall be paid promptly
by the Bank and in any event no later than thirty (30) days following the date on which the expense was incurred.  


 


(f)          To the extent
not specifically set forth in this Section 3, any compensation payable or provided under this Section 3 shall be paid or provided
no later than two and one-half (2.5) months after the calendar year in which such compensation is no longer subject to a substantial
risk of forfeiture within the meaning of Treasury Regulation Section 1.409A-1(d).


 


		4.	TERMINATION AND TERMINATION PAY. 



 


Subject to Section
5 of this Agreement which governs the occurrence of a Change in Control, Executive’s employment under this Agreement may
be terminated in the following circumstances:


 


(a)          Death.   Executive’s employment under this Agreement will terminate upon her death during the term of this Agreement, in which event
Executive’s estate or beneficiary shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s
death for a period of one (1) year following Executive’s death (payable in accordance with the regular payroll practices
of the Bank).  In addition, for one (1) year following Executive’s death, the Bank will continue to provide non-taxable medical
and dental coverage substantially comparable to the coverage, if any, maintained by the Bank for Executive and her family immediately
prior to Executive’s death.  Such continued benefits will be fully paid for by the Bank.


 


(b)          Disability.   Termination of Executive’s employment based on “Disability” shall mean termination because of any permanent and
totally physical or mental impairment that restricts Executive from performing all the essential functions of normal employment.  In the event of Executive’s termination due to Disability, Executive will be entitled to disability benefits, if any, provided
under a long term disability plan sponsored by the Bank, if applicable.  In addition, for one (1) year following Executive’s
Disability, the Bank will continue to provide


 




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non-taxable medical and dental coverage
substantially comparable to the coverage, if any, maintained by the Bank for Executive and her family immediately prior to Executive’s
death.  Such continued benefits will be fully paid for by the Bank.


 


(c)        Termination
for Cause.   The Board may immediately terminate her employment at any time for “Cause.” Executive shall have
no right to receive compensation or other benefits for any period after termination for Cause, except for already vested benefits.  Termination for “Cause” shall mean termination because of, in the good faith determination of the Board, Executive’s:


 


		(i)	personal dishonesty;



 


		(ii)	incompetence;



 


		(iii)	willful misconduct;



 


		(iv)	breach of fiduciary duty involving personal profit;



 


		(v)	intentional failure to perform stated duties;



 


		(vi)	willful violation of any law, rule or regulation (other than traffic violations or similar offenses)
or final cease-and-desist order: or



 


		(vii)	material breach by Executive of any provision of this Agreement.



 


(d)       Voluntary
Termination by Executive.   In addition to her other rights to terminate her employment under this Agreement, Executive may
voluntarily terminate employment during the term of this Agreement (other than “With Good Reason” as defined below)
upon at least thirty (30) days prior written notice to the Board.  Upon Executive’s voluntary termination, Executive will
receive only her earned but unpaid compensation and vested rights and benefits as of the date of her termination.


 


(e)        Termination
Without Cause or With Good Reason.


 


		(i)	The Board may immediately terminate her employment at any time for a reason other than Cause (a
termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time
within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With
Good Reason”); provided, however, that the Bank shall have thirty (30) days to cure the “Good Reason” condition,
but the Bank may waive its right to cure.  Any termination of Executive’s employment, other than Termination for Cause shall
have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement, pension,
savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental,
accident and long term disability



 




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insurance plans
or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.


 


		(ii)	In the event of termination as described under Section 4(e)(i) and subject to the requirements
of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary
or estate, as the case may be, as severance pay, a cash lump sum payment equal to the Base Salary (at the rate in effect as of
her date of termination) that Executive would have earned had she remained employed with the Bank from her date of termination
until, and including, the last day of the remaining term of this Agreement.  Such payment shall be made to Executive within ten
(10) days following Executive’s date of termination, or if later, following the seventh (7th) day after Executive’s
execution of the Release required under Section 4(e)(v) hereof.



 


		(iii)	In addition, the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal
to the value of the additional life insurance coverage and non-taxable medical and dental insurance coverage maintained by the
Bank for Executive immediately prior to her date of termination for a period equal to the number of months existing in the remaining
term of this Agreement.  Such cash payment shall be made in a lump sum on the same date as the payment under Section 4(e)(ii) above.



 


		(iv)	“Good Reason” exists if, without Executive’s express written consent, any of
the following occurs:



 


		(A)	the failure of the Bank to appoint or re-elect Executive to the Executive Position;



 


		(B)	a material reduction in Executive’s Base Salary or benefits provided in this Agreement (other
than a reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Bank as part of
a good faith, overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does not
discriminate against Executive (except as such discrimination may be necessary to comply with applicable law));



 


		(C)	a change in Executive’s Executive Position to be one of lesser authority or a material reduction
in Executive’s authority, duties or responsibilities from the position and attributes associated with the Executive Position;



 


		(D)	a relocation of Executive’s principal place of employment by more than twenty-five (25) miles
from Executive’s principal place



 



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of employment
as of the initial Effective Date of this Agreement; or


 


		(E)	a material breach of this Agreement by the Bank.



 


		(v)	Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under
this Section 4(e) unless and until Executive executes a release of her claims (“Release”), satisfactory in form to
the Bank and the Company, against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns,
releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to
the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including
claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required
by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement.  In order to comply with the requirements of Code Section 409A and the ADEA, the Release shall be provided to Executive no later
than the date of her Separation from Service and Executive shall have no fewer than twenty-one (21) days to consider the Release,
and following Executive’s execution of the Release, Executive shall have seven (7) days to revoke said Release.



 


		5.	CHANGE IN CONTROL.



 


(a)          Change
in Control Defined.   For purposes of this Agreement, the term “Change in Control” shall mean the occurrence
of any of the following events:


 


		(i)	Merger: The Company or the Bank merges into or consolidates with another entity, or merges
another bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of
the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company
or the Bank immediately before the merger or consolidation;



 


		(ii)	Acquisition of Significant Share Ownership: There is filed, or is required to be filed,
a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become
the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities; provided, however,
this clause (ii) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary
capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;



 




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		(iii)	Change in Board Composition: During any period of two consecutive years, individuals who
constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason
to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however, that for purposes
of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders
or corporators) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period
or who is appointed to the Board as the result of a directive, supervisory agreement or order issued by the primary federal regulator
of the Company or the Bank or by the Federal Deposit Insurance Corporation (“FDIC”) shall be deemed to have also been
a director at the beginning of such period; or



 


		(iv)	Sale of Assets: The Company or the Bank sells to a third party all or substantially all
of its assets.



 


(b)          Change
in Control Benefits.   Upon the occurrence of Executive’s termination Without Cause or With Good
Reason on or after the effective time of a Change in Control, the Bank (or any successor) shall pay Executive, or in the event
of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to two
(2) times the sum of her (i) highest rate of Base Salary, and (ii) the highest annual bonus paid to, or earned by, Executive
during the current calendar year of Executive’s date of termination or either of the two (2) calendar years immediately
preceding Executive’s date of termination.  Such payment shall be made in a lump sum within ten (10) days following
Executive’s date of termination.  In addition, the Bank shall pay Executive a cash lump sum payment reasonably
estimated to be equal to the value of two (2) years of additional life insurance coverage and non-taxable medical and dental
insurance coverage substantially comparable to the coverage maintained by the Bank for Executive immediately prior to her date
of termination.  Such cash payment shall be made in a lump sum within ten (10) days following the Change in Control,
or if later, following Executive’s date of termination.  Notwithstanding the foregoing, the payments and benefits
provided in this Section 5(b) shall be payable to Executive in lieu of any payments or benefits that are payable under Section
4(e).


 


(c)          Termination
within Six Months Prior to Change in Control.   In the event of Executive’s termination of employment under Section
4(e) within six (6) months prior to a Change in Control, Executive shall be entitled to the difference, if any, between the benefit
received under Section 4(e) and the benefit available to Executive under this Section 5 upon the effective date of the Change in
Control.  Such benefit shall be payable in a cash lump sum payment to the former Executive within ten (10) days following the effective
date of the Change in Control.


 


(d)          280G
Cutback.   Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or
benefits to be made or afforded to Executive under this Agreement, either as a stand-alone benefit or when aggregated with other
payments to, or for the benefit of, Executive (collectively referred to as the “Change in Control Benefits”) that
are contingent on a change in control (as defined under Code Section 280G), constitute an “excess


 




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parachute payment”
under Code Section 280G or any successor thereto, and in order to avoid such a result, Executive’s benefits payable under
this Agreement shall be reduced by the minimum amount necessary so that the Change in Control Benefits that are payable to Executive
are not subject to penalties under Code Sections 280G and 4999.


 


		6.	COVENANTS OF EXECUTIVE.



 


(a)        Non-Solicitation/Non-Compete.   Executive hereby covenants and agrees that, for a period of one (1) year following her termination of employment with the
Bank (other than a termination of employment following a Change in Control), Executive shall not, without the written consent of
the Bank, either directly or indirectly:


 


		(i)	solicit, offer employment to, or take any other action intended (or that a reasonable person acting
in like circumstances would expect) to have the effect of causing any officer or employee of the Bank, or any of its respective
subsidiaries or affiliates, to terminate her employment and accept employment or become affiliated with, or provide services for
compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Bank, or any of their
direct or indirect subsidiaries or affiliates, that has headquarters or offices within twenty-five (25) miles of any location(s)
in which the Bank has business operations or has filed an application for regulatory approval to establish an office (the “Restricted
Territory”);



 


		(ii)	become an officer, employee, consultant, director, independent contractor, agent, joint venturer,
partner or trustee of any savings bank, savings and loan association,
savings and loan holding company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan
broker or any other entity that competes with the business of the Bank or any of their direct or indirect subsidiaries or affiliates,
that: (i) has a headquarters within the Restricted Territory or (ii) has one or more offices, but is not headquartered, within
the Restricted Territory, but in the latter case, only if Executive would be employed, conduct business or have other responsibilities
or duties within the Restricted Territory; or



 


		(iii)	solicit, provide any information, advice or recommendation or take any other action intended (or
that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Bank to terminate
an existing business or commercial relationship with the Bank. 



 


(b)       Confidentiality.   Executive recognizes and acknowledges that the knowledge of the business activities, plans for business activities, and all other
proprietary information of the Bank, as it may exist from time to time, are valuable, special and unique assets of the business
of the Bank.  Executive will not, during or after the term of her employment, disclose any knowledge of the past, present, planned
or considered business activities or any other similar proprietary information of the Bank to any person, firm, corporation, or
other entity for any


 




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reason or purpose whatsoever
unless expressly authorized by the Board or required by law.  Notwithstanding the foregoing, Executive may disclose any knowledge
of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business
plans and activities of the Bank.  Further, Executive may disclose information regarding the business activities of the Bank to
any bank regulator having regulatory jurisdiction over the activities of the Bank pursuant to a formal regulatory request.  In the
event of a breach or threatened breach by Executive of the provisions of this Section, the Bank will be entitled to an injunction
restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business
activities of the Bank or any other similar proprietary information, or from rendering any services to any person, firm, corporation,
or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed.  Nothing herein
will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened
breach, including the recovery of damages from Executive.


 


(c)          Information/Cooperation.   Executive shall, upon reasonable notice, furnish such information and assistance to the Bank as may be reasonably required by the
Bank, in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party; provided,
however, that Executive shall not be required to provide information or assistance with respect to any litigation between Executive
and the Bank or any other subsidiaries or affiliates.


 


(d)          Reliance.   Except as otherwise provided, all payments and benefits to Executive under this Agreement shall be subject to Executive’s
compliance with this Section 6, to the extent applicable.  The parties hereto, recognizing that irreparable injury will result to
the Bank, its business and property in the event of Executive’s breach of this Section 6, agree that, in the event of any
such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available, to an injunction
to restrain the violation hereof by Executive and all persons acting for or with Executive.  Executive represents and admits that
Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines
of business than the Bank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a
livelihood.  Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to them for such
breach or threatened breach, including the recovery of damages from Executive.


 


		7.	SOURCE OF PAYMENTS.



 


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


 


		8.	EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.



 


This Agreement contains
the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor
of the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring
to Executive of a kind expressly provided elsewhere.


 




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		9.	NO ATTACHMENT; BINDING ON SUCCESSORS.



 


(a)          Except as required
by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation
of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.


 


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


 


		10.	MODIFICATION AND WAIVER.



 


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


 


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


 


		11.	REQUIRED PROVISIONS.



 


Notwithstanding anything
herein contained to the contrary, the following provisions shall apply:


 


(a)          The Board may
terminate Executive’s employment at any time, but any termination by the Bank’s Board other than termination for Cause
shall not prejudice Executive’s right to compensation or other benefits under this Agreement.  Executive shall have no right
to receive compensation or other benefits for any period after Executive’s termination for Cause.


 


(b)          If Executive
is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice
served under Section 8(e)(3) [12 U.S.C.  §1818(e)(3)] or 8(g)(1) [12 U.S.C.  §1818(g)(1)] of the Federal Deposit Insurance
Act (the “FDI Act”), the Bank’s obligations under this Agreement shall be suspended as of the date of service,
unless stayed by appropriate proceedings.  If the charges in the notice are dismissed, the Bank may in its discretion: (i) pay Executive
all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part)
any of its obligations which were suspended.


 


(c)          If Executive
is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under
Section 8(e)(4) [12 U.S.C.  §1818(e)(4)] or 8(g)(1) [12 U.S.C.  §1818(g)(1)] of the FDI Act, all obligations of the Bank
under this Agreement


 




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shall terminate as of
the effective date of the order, but vested rights of the contracting parties shall not be affected.


 


(d)          If the Bank
is in default as defined in Section 3(x)(1) [12 U.S.C.  §1813(x)(1)] of the FDI Act, all obligations of the Bank under this
Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.


 


(e)          All obligations
under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for
the continued operation of the Bank, (i) by the Comptroller of the Office of the Comptroller of the Currency or his or her designee,
at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in
Section 13(c) [12 U.S.C.  §1823(c)] of the FDI Act; or (ii) by the Comptroller or his or her designee at the time the
Director or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the
Bank is determined by the Comptroller to be in an unsafe or unsound condition.  Any rights of the parties that have already vested,
however, shall not be affected by such action.


 


(f)          Notwithstanding
anything else in this Agreement to the contrary (with the exception of Section 4(c)(i)), Executive’s employment shall not
be deemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A.  For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably
anticipate that either no further services will be performed by Executive after the date of termination (whether as an employee
or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level
of bona fide services in the thirty-six (36) months immediately preceding the termination.  For all purposes hereunder, the definition
of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii).  Notwithstanding the
foregoing, this Section 11(b) is not applicable in the event of the Executive’s termination for Cause.


 


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


 


		12.	SEVERABILITY.



 


If, for any reason,
any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the
full extent consistent with law continue in full force and effect.


 




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		13.	GOVERNING LAW.



 


This Agreement shall
be governed by the laws of State of New Mexico, but only to the extent not superseded by federal law.


 


		14.	ARBITRATION.



 


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


 


		15.	PAYMENT OF LEGAL FEES.



 


To the extent that
such payment(s) may be made without triggering penalty under Code Section 409A, all reasonable legal fees paid or incurred by Executive
pursuant to any dispute relating to this Agreement shall be paid or reimbursed by the Bank, provided that the dispute is resolved
in Executive’s favor, and such reimbursement shall occur no later than sixty (60) days after the end of the year in which
the dispute is settled or resolved in Executive’s favor.


 


		16.	INDEMNIFICATION.



 


The Bank shall provide
Executive (including her heirs, executors and administrators) with coverage under a standard directors’ and officers’
liability insurance policy at its expense, and shall indemnify Executive (and her heirs, executors and administrators) for the
term of the Agreement and for a period of six (6) years thereafter to the fullest extent permitted under applicable law against
all expenses and liabilities reasonably incurred by her in connection with or arising out of any action, suit or proceeding in
which she may be involved by reason of her having been a director or officer of the Bank or the Company or any subsidiary or affiliate
of the Bank or the Company (whether or not she continues to be a director or officer at the time of incurring such expenses or
liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees
and the cost of reasonable settlements (such settlements must be approved by the Board or the board of directors of the Company,
as appropriate); provided, however, neither the Bank nor Company shall be required to indemnify or reimburse Executive for legal
expenses or liabilities incurred in connection with an action, suit or proceeding arising from any illegal or fraudulent act committed
by Executive.


 


		17.	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 certified or registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses set forth below:


 




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	To the Bank:	
        Bank 34.

        500 East 10th Street

        Alamogordo, New Mexico 88310

        Attn: Randall L.  Rabon, Director

         

        

	To Executive:	Most recent address on file with the Bank


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first


written above.


 


	 	BANK 34	 
	 	 	 
	 	By:	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	EXECUTIVE	 
	 	 	 
	 	 	 


 




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