Exhibit 10.1


  








 


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


 


This Executive Employment
Agreement (the “Agreement”) is made effective as of this 24th day of June, 2016 (the “Effective
Date”), by and between Citizens Community Bancorp, Inc., a Maryland corporation, (the “Holding Company”)
and its wholly-owned subsidiary, Citizens Community Federal, N.A., a national banking association (the “Bank”)
(collectively, the “Company”), and Stephen Bianchi (“Executive”).


 


WHEREAS, the Company
desires to employ Executive upon the terms and conditions set forth herein, and Executive desires to be so employed by the Company;


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth in this Agreement, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


1.Term of Employment.
Executive's employment hereunder shall commence as of the Effective Date set forth above, and continuing thereafter for a period
of two (2) years, unless and until terminated pursuant to the terms of Section 4 of this Agreement (the “Term”).
Notwithstanding the foregoing, the Term shall automatically be extended for additional one-year periods (each, a “Renewal
Term”) on the terms and conditions provided herein, unless either party shall give the other party no less than ninety
(90) days' written notice prior to the expiration of the Term or Renewal Term, as applicable. The Term and the Renewal Term, if
applicable, shall be collectively referred to as the “Employment Term.”


 


2.Position and
Duties.


 


(a)Position.
During the Employment Term, Executive shall serve as the President of the Bank, and President and Chief Executive Officer of the
Holding Company, reporting exclusively to the Holding Company's Board of Directors (the “Board”). Executive
shall also serve as an appointed member of Board of Directors of the Bank (the “Bank Board”). In such positions,
Executive shall have such duties, authority and responsibility as shall be determined from time to time by the Board and as are
customarily performed by persons situated in a similar executive capacity.


 


(b)Duties.
During the Employment Term, Executive shall devote substantially all of his business time and attention to the performance of Executive's
duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would
conflict or interfere with the performance of such services either directly or indirectly. Notwithstanding the foregoing, nothing
herein shall preclude Executive from (i) acting or serving as a director, trustee, conm1ittee member or principal of any type
of business, civic or charitable organization, or (ii) owning any interest in any other corporation, business or enterprise,
subject to Section 6 below.


 






    	 	1	 



     


    

 


3.Compensation
and Benefits.


 


(a)Salary.
The Company shall pay Executive a salary of Three Hundred Thousand and 00/100 Dollars ($300,000.00) per year, payable in regular
biweekly installments, in accordance with the Company's usual payroll procedures (the “Salary”). Following the
initial Term of the Agreement, Executive's base Salary shall be subject to annual review and may be increased based on Executive's
performance and contribution to the Firm, as determined by the Board.


 


(b)Performance
Bonus. For each full year of the Employment Term, Executive shall be eligible for an annual performance bonus (the “Performance
Bonus”) determined by the Board or its delegate, which shall be based on such financial or other factors, goals and objectives
as the Board and Executive mutually establish on an annual basis coinciding with the fiscal year of the Company. The target of
the Performance Bonus shall be twenty-five percent (25%) of Executive's base Salary, with Executive eligible to earn between zero
percent (0%) and two hundred percent (200%) of the target Performance Salary Bonus. Any Performance Bonus earned by Executive shall
be paid no later than January 15 of the year following the fiscal year in which the Performance Bonus is applicable. Executive
shall be first eligible for the Performance Bonus with respect to the fiscal year of the Company commencing October 1, 2016.


 


(c)Stock
Awards.


 


		(1)	Restricted Stock. As of the Effective Date of this Agreement, and subject to Executive's
execution of a Restricted Stock Award Agreement (the “Restricted Stock Award Agreement,” which shall be provided
separately) granted pursuant to the Company's Equity Incentive Plan (the “Plan”), Executive shall be granted
One Hundred Thousand Dollars ($100,000.00) worth (based on the closing trading price on the Effective Date) of restricted common
stock in the Company, as defined in the Restricted Stock Award Agreement. Such shares shall generally vest ratably over five (5)
years, but shall fully vest upon Executive's termination of Employment pursuant to Section 4(c) and Executive's compliance
with Section 5(d). Executive will be eligible to receive subsequent grants of shares following Executive's first anniversary
of employment during the first quarter of each fiscal year, in a quantity and form that is consistent with the Plan.



 


		(2)	Stock Option. As of the Effective Date, Executive shall receive a grant of Twenty Thousand
(20,000) stock options (“Options”) in the Holding Company, subject to Executive's execution of a Restricted
Stock Award Agreement (the “Option Agreement,” which shall be provided separately) granted pursuant to the Plan.
The Option Agreement shall contain the terms and conditions of the grant of the Options. The Options shall be granted at fair market
value based on a strike price equal to the closing price as of the Effective Date. Executive will be eligible to receive subsequent
grants of Options following Executive's first anniversary of employment during the first quarter of each fiscal year, in a quantity
and form that is consistent with the Plan.



 






    	 	2	 



     


    

 


(d)Benefits.
Executive shall be entitled to participate in any and all benefit programs, such as health insurance and retirement plans that
the Company establishes and makes available to its other similarly situated senior executives from time to time, provided that
Executive is eligible to participate under the plan documents governing those programs.


 


(e)Vacation.
During the Employment Term, Executive will be entitled to paid vacation on a basis that is at least as favorable as that provided
to other similarly situated senior executives of the Company, provided that Executive shall be entitled to not less than four (4)
weeks of vacation per year. For the 2016 fiscal year, the Executive's vacation entitlement shall be for four (4) weeks pro-rated
based upon the Effective Date of this Agreement. Executive shall receive other paid time-off in accordance with the Company's policies
for executive officers as such policies may exist from time to time.


 


(f)Business
Expenses. Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment
and travel expenses incurred by Executive in connection with the performance of Executive's duties hereunder in accordance with
the Company's expense reimbursement policies and procedures.


 


(g)Automobile
Expenses. The Company shall pay Executive a monthly automotive allowance of $600.00 during the Term and any Renewal Term and
will reimburse Executive for the use by Executive of Executive's personal automobile in connection with Executive's performance
of his/her job duties to the maximum extent permissible under the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.


 


(h)Moving
Expenses. Executive shall be entitled to reimbursement of the reasonable cost of the following moving expenses due to the relocation
of the Employee at the direction of the Company, provided that Executive obtains at least two bids for such relocation expenses
and chooses the lesser of the two bids.


 


(i)Housing
Allowance. The Company shall pay Executive the reasonable costs and expenses of temporary housing in Eau Claire, Wisconsin
for the first seven (7) months of the Term of this Agreement or the date upon which Executive obtains a sublease of his apartment
in Sioux Falls, South Dakota, whichever occurs first.


 


(j)Withholdings
and Taxes. All payments to Executive will be payable pursuant to the Company's normal payroll practices. The Company shall
deduct from all payments to Executive hereunder any federal, state or local withholding or other taxes or charges which the Company
is from time to time required to deduct under applicable law, and all amounts payable to Executive hereunder are stated herein
before any such deductions.


 






    	 	3	 



     


    

 


(k)Liability
Insurance; Indemnification. The Bank shall provide the Executive (including his heirs, executors and administrators) with coverage
under a standard directors’ and officers’ liability insurance policy at the Bank's expense or, in lieu thereof, shall
indemnify the Executive (and his heirs, executors and administrators) to the fullest extent permitted under federal law against
all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in
which he may be involved by reason of his having been a director or officer of the Bank (whether or not he continues to be a director
or officer at the time of incurring such expenses or liabilities). Such expenses and liabilities shall include, but are not limited
to, judgments, court costs, attorneys’ fees and the cost of reasonable settlements, and such settlements shall be approved
by the Board; provided, however, that such indemnification shall not extend to matters as to which the Executive is finally adjudged
to be liable for willful misconduct or gross negligence in the performance of his duties as a director or officer of the Bank.


 


4.Termination
of Employment. During the Employment Term, Executive's employment and this Agreement may be terminated only under the following
circumstances.


 


(a)Termination
by the Company for Cause, or by Executive without Good Reason. The Employment Term and Executive's employment hereunder may
be terminated immediately by the Company for Cause, and shall terminate upon Executive's resignation without Good Reason; provided,
that Executive will be required to give the Company at least thirty (30) days advance written notice of a resignation without Good
Reason.


 


(b)Definition
of Cause. For purposes of this Agreement, “Cause” shall mean a good faith determination by the Board that
Executive has: (A) committed a material act of dishonesty or disloyalty involving the Company; (B) committed a felony
or misdemeanor involving dishonesty or moral turpitude which has a material adverse effect on the business of the Company; (C) engaged
in willful conduct which is materially injurious to the Company; or (D) materially breached any provision of this Agreement,
which breach is not cured within thirty (30) days after written notice thereof is given to Executive, explaining in reasonable
detail the nature of such asserted breach.


 


(c)Definition
of Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the consent of Executive,
(A) the material diminution of Executive's job responsibilities as such responsibilities exist as of the Effective Date; (B) the
material reduction in Executive's Salary, or benefits under Section 3(d), unless such reduction is part of a reduction in
compensation for all Executives of the Company in general; (C) Executive is reassigned by the Company to job duties requiring
him to move his residence to a location more than 50 miles from the city limits of Eau Claire, WI; or (D) a Change in Control
(as defined below); provided, however, that a Change in Control shall not be deemed to be Good Reason for Executive's voluntary
termination if: (i) the Company has previously provided notice to Executive of termination or nonrenewal as set forth herein;
or (ii) Executive, in his sole discretion, accepts continued employment with the Bank or its successor within 30 days following
the Change in Control.


 






    	 	4	 



     


    

 


(d)Notice
Requirements for Good Reason Termination. In no event shall Good Reason exist unless notice of termination on account thereof
(specifying a termination date no later than thirty (30) days from the date of such notice) is given no later than thirty (30)
days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises; and, provided
that if there exists an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date
notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall
not constitute Good Reason hereunder.


 


(e)Change
in Control. For the purposes of this Agreement, “Change in Control” shall mean any of the following:


 


		i.	The acquisition by any individual, entity or group (a “Person”) (within the meaning
of section 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 25% or more of either [a] the then
outstanding shares of common stock of Citizens Community Bancorp, Inc. (the “Company”) or the Bank (the “Outstanding
Common Stock”) or [b] the combined voting power of the then outstanding voting securities of the Company or the Bank
entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute
a Change of Control: [i] any acquisition directly from the Company or the Bank, [ii] any acquisition by the Company or
the Bank, [iii] any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or
the Bank or any corporation controlled by the Company.



 


		ii.	Individuals who, as of the date hereof, constitute the board of directors of the Company (the “Incumbent
Board”) cease for any reason to constitute at least a majority of such board; provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board.



 






    	 	5	 



     


    

 


		iii.	Approval by the shareholders of the Company or the Bank of a reorganization, merger or consolidation
(a “Business Combination”) of the Company or the Bank, in each case, unless, following such Business Combination, the
Company and the Bank or their successors as a result of the Business Combination continue to be controlled by Persons who were
the holders of the Outstanding Common Stock immediately prior to the Business Combination.



 


		iv.	Approval by the shareholders of the Company or the Bank of [a] a complete liquidation or dissolution
of the Company or [b] the sale or other disposition of all or substantially all of the assets of the Company or the Bank.



  


(f)Termination
by Reason of Death or Disability. Executive's employment hereunder shall terminate automatically upon Executive's death during
the Employment Term. If the Company determines in good faith that a Disability (as defined below) of Executive has occurred during
the Term, the Company may give to Executive written notice of its intention to terminate Executive's employment. In such event,
Executive's employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive;
provided, that within thirty (30) days after such receipt, Executive shall not have returned to full-time performance of Executive's
duties. For purposes of this Agreement, “Disability” has the same meaning as in the Company's long-term disability
plan, or if there is no such plan, or no definition in such plan, “Disability” means a mental or physical condition
which, in the opinion of the Board, renders Executive unable or incompetent to carry out the material job responsibilities which
such Executive held or the material duties to which Executive was assigned at the time the disability was incurred, which has existed
for at least one hundred eighty (180) consecutive days and, which condition, in the opinion of an independent physician selected
by the Company, is expected to be permanent or to have a duration of more than one (1) year.


 


(g)Termination
by the Company without Cause, or Resignation by Executive for Good Reason. The Employment Term and Executive's employment hereunder
may be terminated by the Company without Cause (other than by reason of death or Disability) or by resignation by Executive for
Good Reason.


 


(h)Notice
of Termination. Any purported termination of Executive's employment by either party shall be communicated by written Notice
of Termination to the other party. As used herein, “Termination Date” shall mean in the case of Executive's
death, his date of death, or in all other cases of termination by the Company, the date specified in the Notice of Termination
which shall be at least 30 days following the date of the Notice of Termination, except for termination for Cause which may be
on or after the date of the Notice of Termination.


 






    	 	6	 



     


    

 


(i)Termination
or Suspension Under Federal Law. Notwithstanding anything herein to the contrary:


 


		i.	If the Employee 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) or 8(g)(l ) of the Federal Deposit Insurance Act ("FDIA")
(12 U.S.C. § 1818(e)(4) and (g)(l)), all obligations of the Bank under this Agreement shall terminate, as of the effective
date of the order, but vested rights of the parties shall not be affected.



 


		ii.	If the Bank is in default (as defined in section 3(x)(l) of (FDIA), all obligations under
this Agreement shall terminate as of the date of default; however, this paragraph shall not affect the vested rights of the parties.



 


		iii.	All obligations under this Agreement may be terminated, except to the extent that continuation
of this Agreement is necessary for the continued operation of the Bank [a] by an appropriate officer of the Bank's primary
federal regulator, or his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) or the
Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained
in section 13(c) of the FDIA, or [b] at the time the FDIC approves a supervisory merger to resolve problems related to
operation of the Bank or when the Bank is determined to be in an unsafe or unsound condition. Such action shall not affect any
vested rights of the parties.



 


		iv.	If a notice served under section 8(e)(3) or (g)(l) of the FDIA (12 U.S.C.§ 1818(e)(3)
or (g)(l)) suspends and/or temporarily prohibits the Executive from participating in the conduct of the Bank's affairs, the Bank's
obligations under this Agreement shall be suspended as of the date of such service unless stayed by appropriate proceedings. If
the charges in the notice are dismissed, the Bank may in its discretion [a] pay the Executive all or part of the compensation
withheld while its contract obligations were suspended, and/or [b] reinstate (in whole or in part) any of its obligations
which were suspended.



 


5.Obligations
Upon Termination.


 


(a)Termination
by the Company for Cause, or by Executive without Good Reason. If Executive's employment with the Company is terminated by
the Company for Cause, or is voluntarily terminated by Executive without Good Reason, the Company will pay or provide Executive
with the following: (i) Executive's Salary earned but unpaid as of the Termination Date, payable in a lump sum within thirty
(30) days after the Termination Date (or earlier to the extent required by law); and (ii) all vested benefits to which Executive
is entitled under any benefit plans set forth in the benefits section hereof in accordance with the terms of such plans through
the Termination Date (collectively, the “Accrued Obligations”). Executive shall forfeit any other unvested amounts,
including any unearned bonuses.


 






    	 	7	 



     


    

 


(b)Termination
by Reason of Disability or Death. If Executive's employment with the Company is terminated during the Employment Term by reason
of Executive's Disability or death, the Company will pay and/or provide Executive or Executive's legal representative, as the case
may be, (i) the Accrued Obligations; and (ii) a pro-rated Performance Bonus, payable on the same terms and conditions
and at the same time as payable to other senior executives of the Company.


 


(c)Termination
by the Company without Cause, or Resignation by Executive with Good Reason. If Executive's employment with the Company is terminated
by the Company without Cause or by Executive with Good Reason and Executive irrevocably executes the Release as specified in Section 5(d),
upon expiration of any revocation period applicable to the Release, the Company will pay or provide Executive with the following:


 


		i.	the Accrued Obligations;



 


		ii.	a pro-rated Performance Bonus for the year in which the termination occurs, based on the amount
of his Performance Bonus that the Executive would have been expected to have earned for such year if his employment continued through
the end of the year;



 


		iii.	a payment equal to two hundred percent (200%) of (A) the Executive's annual Salary at the
time of termination, (B) the pro-rated Performance Bonus for the year in which the termination occurs, and (C) the fair
market value of any stock awards issued pursuant to this Agreement and the Company's Plan as of the grant date of such stocks,
exclusive of the initial grant of restricted stock pursuant to Section 3(c)(1) of this Agreement.



 


		iv.	provided that Executive or his/her spouse or dependents elect continuation coverage under a group
health plan of the Company pursuant to the requirements of Section 4980B of the Code, as amended, and any similar applicable
law, (“COBRA”), continued participation in the Company's medical and dental plans with monthly premiums to be
paid by the Company until the earlier of (A) Executive's eligibility for coverage under another employer's group health plan,
(B) termination of Executive's or his spouse's or dependents' rights to continuation coverage under COBRA, or (C) eighteen
(18) months following the termination of Executive's employment with the Company. Executive agrees and acknowledges that the period
of coverage under such plans shall run concurrently with such plans' obligations to provide continuation coverage pursuant to COBRA,
and that this subsection shall not limit such plans' obligations to provide continuation coverage under COBRA.



 


 



    	 	8	 



     


    

 





(d)Release.
No obligations of the Company or the Bank with respect to payments to Executive pursuant to Section 5(c) or the vesting of
Restricted Stock or Options pursuant to Section 5(e) shall exist or apply unless Executive has irrevocably executed the General
Release in the form attached as Exhibit A and the expiration of any applicable revocation period with respect to the General
Release within 21 days after Executive's Termination Date.


 


(e)Vesting.
Provided Executive is in compliance with all covenants contained in Section 6 on the first anniversary of the Termination
Date, all Restricted Stock and Options granted to Executive under Section 3(c) shall be deemed to have vested in their entirety
as of the Termination Date.


 


6.Restrictive
Covenants.


 


(a)Need
for Restrictions. Executive acknowledges and agrees that the Company's business, technical, and customer information is established
and maintained at great expense to the Company and is of significant value to the Company, and that by virtue of employment with
the Company, Executive will have information pertaining to, unique and extensive exposure to, and personal contact with, the Company's
business, technical and customer information which would enable Executive to compete unfairly with the Company. As a result, and
in consideration of the Company's severance obligations under Section 5(c), Executive acknowledges and agrees that the following
restrictions are necessary to protect the Company's business.


 


(b)Confidential
Information. For purposes of this Agreement, “Confidential Information” means information disclosed to Executive
or known by him as a result of or as disclosed in the course of Executive's employment with the Company which is not generally
known to the public pe1iaining to the Company's business, including, but not limited to, operations, contracts, customers, proposals,
research and development, procedures and protocols, operating models, financial information, pricing, strategic planning information,
information stored in or developed for use with Company's computer systems, insurance plans, risk management information, or marketing
programs, and third-party information that the Company may learn from its customers or clients. Confidential Information shall
include any such information developed or created by Executive if the information was developed or created by Executive while executing
Executive's duties for the Company or if the information was developed or created by Executive based upon any Confidential Information
that Executive learned by virtue of Executive's employment with the Company. Confidential Information shall not include any information
that Executive can demonstrate is in the public domain by means other than disclosure by Executive, but shall include non-public
compilations, combinations, or analyses of otherwise public information.


 






    	 	9	 



     


    

 


(c)Non-Disclosure
of Confidential Information. For as long as Executive shall remain employed by the Company, and for a period of eighteen (18)
months after termination of employment with the Company for any reason, Executive shall not directly or indirectly, under any circumstances,
communicate or disclose to any person, firm, association, corporation, company or any other third party, any Confidential Information,
and Executive will keep secret and in strict confidence and hold inviolate said Confidential Information. Executive further agrees,
however, not to disclose to others or use at any time after the termination of his employment with the Company any Confidential
Information that constitutes and remains a trade secret under the Wisconsin Trade Secrets Act, as amended (Section 134.90
Wis. Stats.), any Confidential Information that the Company received from a third party and continues to hold in confidence, and
any Confidential Information that he is otherwise prohibited by law from disclosing to others or using. The prohibitions of this
paragraph do not apply to Confidential Information after it has become generally known and/or in the public domain through no fault
of Executive. The prohibitions of this paragraph also do not prohibit use of Executive's general skills and knowledge acquired
during and prior to his employment by the Company, as long as such use does not involve the use or disclosure of Confidential Information.


 


(d)Nonsolicitation
of Customers. During Executive's employment, and for a period of eighteen (18) months following the termination of Executive's
employment with the Company, whether voluntary or involuntary and whether with or without Cause, Executive shall not, directly
or indirectly canvas, contact or solicit any “Active Customer” (as defined below) of the Company for the purpose of
selling, offering or providing products or services which are the same as or substantially similar to the products or services
provided by the Company at any time during the “Reference Period” (as defined below). “Active Customer”
shall mean any person or entity which, within the 12-month period prior to the termination of Executive's employment with the Company
(the “Reference Period”), received any products or services supplied by or on behalf of the Company; provided,
however, “Active Customer” shall be further limited to those customers of the Company: (i) with whom Executive
had material business contact as an Executive of the Company during the Reference Period; (ii) whose dealings with the Company
were coordinated or supervised, in whole or in part, by Executive during the Reference Period; or (iii) about whom Executive
obtained Special Knowledge (as defined below) as a result of Executive's position with the Company during the Reference Period.
“Special Knowledge” means Confidential Information that is used, possessed by or developed for the Company in
the course of soliciting, selling to or servicing a customer, including, but not limited to, existing or proposed bids, pricing
and cost information, margins, negotiation strategies, sales strategies and information generated for customer engagements.


 


(e)Non-Solicitation
of Company Personnel. During Executive's employment and for a further period of eighteen (18) months beginning on the termination
of Executive's employment with the Company under any circumstances, Executive agrees that Executive shall not, directly or indirectly,
solicit, encourage or induce any Executive, consultant, contractor, or other agent of the Company with whom Executive had substantial
contact during the Reference Period to terminate a relationship (employment or otherwise), or breach any agreement with the Company.


 






    	 	10	 



     


    

 


(f)Noncompetition.
During Executive's employment, and for a period of eighteen (18) months following the termination of Executive's employment with
the Company, whether voluntary or involuntary and whether with or without Cause, Executive shall not, directly or indirectly, have
a financial interest in, or in a “Prohibited Capacity” (as defined below) become associated with, provide assistance
or service to or engage in, that aspect of any firm, entity, business, activity or enterprise which: (i) competes with the
Company anywhere within the “Restricted Territory” (as defined below); or (ii) which has [a] a physical bank
retail location within the city limits of Mankato, Minnesota and [b] whose holding company has total assets of less than $10,000,000,000.
For the sake of clarity, this noncompetition covenant applicable to Mankato, Minnesota pursuant to paragraph 6(f)(ii), above,
would not apply to institutions such as Wells Fargo, US Bank, TCF Bank, and Associated Bank regardless of whether the aforementioned
institutions maintain a physical bank retail location in Mankato, Minnesota. This restriction shall not apply to any activities
conducted on behalf of an entity that is not a financial institution or owned or controlled by a financial institution, except
to the extent such activities are for the benefit of a competitor. A “financial interest” shall not include
the ownership of less than 5% of the securities of any corporation or other entity that is listed on a national securities exchange
or traded in the national over-the-counter market. “Prohibited Capacity” means a capacity (i) involving
duties or responsibilities substantially similar to those of Executive's position with the Company at any time during the Reference
Period, (ii) involving management, sales or marketing duties or responsibilities, or (iii) reasonably likely to involve
the use or disclosure of Confidential Information or trade secrets of the Company. The “Restricted Territory”
means the territory within a 75-mile radius of the western most retail location of the Company within the city of Eau Claire, Wisconsin
at the time of Executive's termination.


 


6.Enforcement.


 


(g)If,
at the time of enforcement of the covenants contained in Section 6 above (collectively, the “Restrictive Covenants”),
a court shall hold that the duration, scope or area restrictions stated are unreasonable under circumstances then existing, the
parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated
duration, scope or area and that the court shall be allowed to revise the Restrictive Covenants to cover the maximum duration,
scope and area permitted by law. Executive has had the opportunity to consult with Executive's own legal counsel regarding the
Restrictive Covenants and agrees that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions
and are necessary to protect the goodwill of the Company's businesses and agrees not to challenge the validity or enforceability
of the Restrictive Covenants.


 


(h)If
Executive breaches, or threatens to commit a breach of any of the Restrictive Covenants, the Company shall have the following rights
and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which
is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity:


 






    	 	11	 



     


    

 


i.The right
and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that
any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages
would not provide an adequate remedy to the Company; and


 


ii.The
right and remedy to require Executive to account for and pay over to the Company any profits, monies or other benefits derived
or received by Executive as the result of any transactions constituting a breach of the Restrictive Covenants.


 


7.Notices.
All notices, demands or other communications shall be sent to Executive and the Company at the addresses indicated below to such
other addresses or to the attention of such other persons as the recipient party has specified by prior written notice to the sending
party, or in the case of the Executive, to the most recent address on record with the Company's Human Resource Department.


 


Notice to Executive


Stephen Bianchi


4310 N. Pennsylvania Avenue


Sioux Falls, SD 57107


 


Notice to Company


2174 Eastridge Center


Eau Claire WI 54701


Attn: Richard McHugh, Chairman of the Board


 


8.Attorneys'
Fees. In the event that the either Party brings any action to enforce any of the provisions of this Agreement, or to obtain
money damages for the breach thereof, all expenses, including reasonable attorneys' fees, incurred by the party prevailing on substantially
all of the claims finally decided in the action, shall be paid by the other party with 120 days of the date that entry of judgment
on the claims brought in the action becomes final and non-appealable. In addition, the Company shall pay Executive any reasonable
legal fees and reasonable expenses incurred by Executive in connection with any dispute with any Federal state, or local governmental
agency with respect to benefits claimed under this Agreement. Such reimbursement must be requested no later than two (2) months
after the conclusion of the dispute and shall be paid within two months after the request for reimbursement.


 


9.Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid or illegal provision
had never been contained herein.


 






    	 	12	 



     


    

 


10.Complete
Agreement. This Agreement contains the complete agreement and understanding between the parties related to Executive's employment,
and supersedes, replaces, and preempts any prior understandings, agreements, or representations by or among the parties related
to such employment, whether written or oral, which may have related to the subject matter herein in any way.


 


11.Survival.
The provisions of Sections 4, 5, 6, 7, and 8 shall survive the termination of this Agreement and Executive's employment with
the Company.


 


12.Counterparts.
This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together
constitute one and the sai11e agreement.


 


13.Choice of
Law. All issues concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by
and construed in accordance with the laws of the State of Wisconsin, without giving effect to any choice of law or conflict of
law rules or provisions (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Wisconsin.


 


14.Amendments
and Waiver. The provisions of this Agreement may be amended or waived only by a written instrument, with written consent by
both the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall
affect the validity, binding effect or enforceability of this Agreement.


 




    	 	13	 



     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Agreement as of the
day and year first above written.


 


 





	CITIZENS COMMUNITY BANCORP, INC. 	 	STEPHEN BIANCHI
	 	 	 	 
	By:	/s/ Richard McHugh	 	/s/ Stephen Bianchi
	Its:	Chairman	 	 







  


 


	CITIZENS COMMUNITY FEDERAL, N.A. 	 
	 	 	 
	By:	/s/ Richard McHugh	 
	Its:	Chairman	 




 





 








    	 	14