This is a three-year employment contract in which the Employer has obligated itself to continue to employ Employee for a term of 36 months unless Employee voluntarily terminates his employment, or he is terminated for breach of this agreement or for other Just Cause as further explained in paragraph 15 hereof. The Employee will commence employment with the Employer on the 9th day of January “Commencement Date”). After 36 months from the Commencement Date Employee will become an employee “at will” and his salary, compensation benefits will be determined by Employer without the restrictions contained in this Agreement. Thirty- six months after the Commencement Date, paragraphs 6-16 hereof will become null and void. The provisions of paragraphs 17-36 will survive the Employee’s transition to an employee “at will” and will continue throughout his employment with Employer and after termination as written in paragraphs 23 and 24 below.

The Employer agrees to employ the Employee as its Chief Lending Officer Senior Vice President Commercial Lending. The Employee will be expected to perform the job duties defined in Employer’s Policies and as directed by Employer’ s CEO from time to time.

The Employee agrees to be employed on the terms and conditions set out in this Agreement. The Employee agrees to be subject to the general supervision of and act pursuant to the orders, advice and direction of the Employer.

The Employee agrees to abide by the Employer’s rules, regulations, and practices, including those concerning confidential information, work schedules, PTO and sick leave, as they may from time to time be adopted or modified.

Compensation paid to the Employee for the services rendered by the Employee as required by this Agreement (the “Compensation”) will include a Salary of $175,000.00 (USD) per year (hereinafter the “Salary”) payable pursuant to employer’s payment policies.

This Salary will be payable according to employer’s policy until this agreement or employee’s subsequent “at will” employment is terminated. The Employer is entitled to deduct from the Employee’s Salary, or from any other compensation in whatever form, any applicable deductions and remittances as required by law.

The Employee understands and agrees that any additional compensation paid to the Employee in the form of bonuses or other similar incentive compensation will rest in the sole discretion of the Employer and be earned and paid pursuant to Employer’s policies. During the first 36 months of employment, the Employee will have an annual incentive target of up to 30% of Salary based on production.

The Employer will reimburse the Employee for all reasonable expenses, in accordance with the Employer’s policy as in effect from time to time, including but not limited to, travel and entertainment expenses incurred by the Employee in connection with the business of the Employer. Expenses will be paid within a reasonable time after submission of acceptable supporting documentation.

The Employee will be entitled to only those additional benefits that are currently available as described in the Employer’s employment booklets and manuals or as required by law. Benefits to which employee is entitled may be changed from time to time as Employer may determine.

Employer discretionary benefits are subject to change, without compensation, upon the notice of that change pursuant to Employer’s policies and providing that any change to those benefits is taken generally with respect to other employees and does not single out the Employee.

The additional benefits described in the letter offer of employment from Monica Baker dated November 9, 2016 which is attached will also be provided during the term of this agreement until termination as provided in paragraphs 15-18 or until 36 months after the Commencement Date, whichever is earlier.

The Employee will be entitled to 33 personal days per year. For the year 2017, PTO will prorated from the Commencement Date. PTO for any partial year of employment will be similarly prorated.

The times and dates for any PTO will be determined by mutual agreement between the Employer and the Employee.

Upon termination of employment, the Employer will pay compensation to the Employee for any accrued and unused PTO.

Where the Employee has breached any reasonable term of this Agreement or where there is just cause for termination, the Employer may terminate the Employee’s employment without notice, as permitted by law.

In the event that Employer terminates Employee’s employment without just cause prior to the date on which Employee completes 36 months of employment, Employee shall be entitled to continue to receive the Salary defined herein at paragraph 6, and only the Salary defined herein, to the day which is 36 months after his first day of active employment with Employer.

If the Employee wishes to terminate this employment with the Employer, the Employee will provide the Employer with notice of three (3) weeks. As an alternative, if the Employee co-operates with the training and development of a replacement, then sufficient notice is given if it is sufficient notice to allow the Employer to find and train the replacement. In the event Employee notifies Employer he is terminating his employment with Employer, notwithstanding any provision herein to the contrary, Employer may elect to immediately terminate this contract or select any other termination date earlier than that given by the Employee and such date will be deemed to have been mutually agreed upon by both parties.

The Termination Date specified by the Employee may expire on any day of the month and upon the Termination Date the Employer will forthwith pay to the Employee any outstanding portion of the wage, accrued PTO and banked time, if any, calculated to the Termination Date.

Except pursuant to the terms of paragraph 16 above, after termination Employee will be entitled to receive only those employee benefits required by law which are applicable to all former employees.

During the term of Employee’s active employment with Employer, he agrees to comply with Employer’s policies on conflict of interest.

During the term of the Employee’s active employment with the Employer, the Employee will not, directly or indirectly, engage or participate in any other business activities that the Employer, in its reasonable discretion, determines to be in conflict with the best interests of the Employer without the written consent of the Employer, which consent will not be unreasonably withheld. Employee agrees to inform Employer of any activities he engages in for compensation during his employment with Employer.

During the term of the Employee’s employment with Employer, Employee agrees to comply with Employer’s policies and procedures. Employee understands and agrees that Employer’s business is governed and restricted by a number of Federal and State regulations, policies and procedures. Employee agrees to know and comply with all Federal and State regulations, policies and procedures which apply to his activities on behalf of Employer.

Restrictive covenants.

Executed contemporaneously with this agreement is a ‘‘Non-compete and Confidential Information” agreement. The mutual promises made in this agreement is part of the consideration provided for that Non-compete and Confidential Information agreement. The terms of that Non-compete and Confidential Information agreement survive termination of employment for the periods of time stated in and pursuant to the provisions of that Non- compete and Confidential Information agreement.

Notwithstanding any other term or condition expressed or implied in this Agreement to the contrary, the Employee will not have the authority to enter into any contracts or, commitments for or on the behalf of the Employer except as specifically authorized by Employer in writing.

In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee agrees that the Employer is entitled to a permanent injunction, in addition to and not in limitation of any other rights and remedies available to the Employer at law or in equity, in order to prevent or restrain any such breach by the Employee or by the Employee’s partners, agents, representatives, servants, employees, and/or any and all persons directly or indirectly acting for or with the Employee.

The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

Any notices, deliveries, requests, demands or other communications required here will be deemed to be completed when hand-delivered, delivered by agent, or by email to the parties at the following addresses or as the parties may later designate in writing:

Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.

This Agreement will be construed in accordance with and governed by the laws of the state of Wisconsin.

For the purpose of this Agreement the following definitions will apply:

“Customer Information” means customer information, including but not limited to, names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, or received by customers of the Employer.

“Termination Date” means the date specified in this Agreement or in a subsequent notice by either the Employee or the Employer to be the last day of employment under this Agreement. The parties acknowledge that various provisions of this Agreement will survive the Termination Date.

Time is of the essence in this Agreement.

No failure or delay by either party to this Agreement in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Employer and the Employee.

This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

This Agreement and the attached Employment Contract and the letter of Monica Baker constitute the entire agreement between the parties and there are no further items or provisions, either oral or written. The parties to this Agreement stipulate that neither of them has made any representations with respect to the subject matter of this Agreement except such representations as are specifically set forth in this Agreement, the attached Employment Contract and letter of Monica Baker.

Restrictive Covenants.