132400423v1 2 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 Chief Financial...
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132400423v1 THIRD AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Third Amended and Restated Executive Employment Agreement (the “Agreement”) is made effective as of May 2, 2024 (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 Xxxxx X. Xxxxxxx (“Executive”). WHEREAS, the Company and Executive entered into an Executive Employment Agreement effective October 31, 2017 (the “Executive Employment Agreement”); and WHEREAS, the Company and Executive entered into an Amended and Restated Executive Employment Agreement dated November 1, 2019 (the “Amended Executive Employment Agreement”) that superseded and replaced the Executive Employment Agreement; and WHEREAS, the Company and Executive entered into an Addendum No. 1 to the Amended and Restated Executive Employment Agreement dated April 23, 2020 (the “2020 Addendum”) that superseded and replaced certain provisions of Section 5(d) the Amended Executive Employment Agreement; and WHEREAS, the Company and Executive entered into a Second Amended and Restated Executive Employment Agreement dated April 21, 2022 (the “Second Amended Executive Employment Agreement”) that superseded and replaced the Amended Executive Employment Agreement as modified by the 2020 Addendum; and WHEREAS, the Company and Executive entered into an Addendum No. 1 to the Second Amended and Restated Executive Employment Agreement dated December 13, 2023 (the “2023 Addendum”) that superseded and replaced Section 3(i) the Second Amended Executive Employment Agreement; and WHEREAS, the Company and Executive desire to amend and restate certain terms of the Second Amended Executive Employment Agreement as modified by the 2023 Addendum; and WHEREAS, the Company desires to employ Executive upon the amended and restated 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 and continuing thereafter until December 31, 2025, 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, Exhibit 10.2
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132400423v1 12 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. This non-disclosure provision does not prohibit Executive from providing truthful information to any governmental entity as required by law or as part of an agency investigation without prior notice to the Company. (d) Defend Trade Secrets Act. Executive understands that if Executive breaches the provisions of Section 6(c) above, Executive may be liable to the Company under the Defend Trade Secrets Act of 2016 (“DTSA”). Executive further understands that by providing Executive with the following notice, the Company may recover from Executive its attorney fees and exemplary damages if it brings a successful claim against Executive under the DTSA: Under the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a)(i) in confidence to a federal, state, or local governmental official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Without limiting the foregoing, if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (i) files any document containing the trade secret under seal and (ii) does not disclose the trade secret, except pursuant to court order. (e) Nonsolicitation of Customers. During Executive’s employment, and for a period of twenty-four (24) months following the earlier of (i) the termination of Executive’s employment with the Company, whether voluntary or involuntary and whether with or without Cause, or (ii) the date of a Change in Control, 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
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132400423v1 13 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. (f) Non-Solicitation of Company Personnel. During Executive’s employment and for a further period of twenty-four (24) months beginning on the earlier of (i) the termination of Executive’s employment with the Company under any circumstances or (ii) the date of a Change of Control, Executive agrees that Executive shall not, directly or indirectly, solicit, encourage or induce any employee, consultant, contractor, or other agent of the Company with whom Executive had substantial contact during the Reference Period and who has knowledge of Confidential Information to terminate a relationship (employment or otherwise), or breach any agreement with the Company. (g) Noncompetition. During Executive’s employment, and for a period of eighteen (18) months following the earlier of (i) the termination of Executive’s employment with the Company, whether voluntary or involuntary and whether with or without Cause, or (ii) the date of a Change of Control, Executive shall not, directly or indirectly, have a financial interest in, or act in a “Prohibited Capacity” (as defined below) on behalf of, any entity which competes with the Company anywhere within the “Restricted Territory” (as defined below). 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. Further, this restriction shall not apply to a financial institution with deposit market share of less than 5% in the Eau Claire, Wisconsin market (as published by S&P Global Market Intelligence). 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 that directly competes with the Company within the Restricted Territory as required by (i) duties or responsibilities substantially similar to those of Executive’s position with the Company at any time during the Reference Period or (ii) management, sales or marketing duties or responsibilities. The “Restricted Territory” means the territory within a 50-mile radius of the Company’s headquarters office in Eau Claire, Wisconsin. 7. Enforcement. (a) 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
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132400423v1 15 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 (2) months after the request for reimbursement. 10. 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. 11. 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, including without limitation the Second Amended Executive Employment Agreement as modified by the 2023 Addendum. 12. Survival. The provisions of Sections 4, 5, 6, 7, and 9 shall survive the termination of this Agreement and Executive’s employment with the Company. 13. 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 same agreement. 14. 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. 15. 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. 16. Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, Executive and the Company agree that the payments hereunder shall be exempt from, or satisfy the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) in a manner that will preclude the imposition of penalties described in Code Section 409A. Payments made pursuant to this Agreement are intended to satisfy the short- term deferral rule or separation pay exception within the meaning of Code Section 409A. Executive and the Company agree that this Agreement shall be interpreted to the extent possible to be exempt from or satisfy the requirements described above. References to termination of employment or similar terms hereunder shall mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall, to
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A-4 local law, including without limitation, the Wisconsin Fair Employment Act, Wisconsin Wage Claim and Payment Law, Wisconsin Business Closing and Mass Layoff Law, Wisconsin Cessation of Health Care Benefits Law, Wisconsin Family and Medical Leave Law, Wisconsin Personnel Records Statute, Wisconsin Employment Peace Act, Wisconsin Internet Privacy Protection Act, and Claims based on wrongful discharge, breach of an implied or express contract, promissory estoppel, emotional distress, defamation, misrepresentation, fraud, public policy, common law, good faith and fair dealing, negligence, invasion of privacy, retaliation, or any other Claim that Executive now has or that may hereafter arise out of the relationship between the parties to date, including the termination of Executive’s employment, whether known or unknown, foreseen or unforeseen, at the time of signing this Agreement. Executive states and represents the Executive has not and agrees to not institute any lawsuit against or otherwise sue the Company or its Affiliates or any of those named in this paragraph based on any Claim relating in any way to Executive’s relationship with the Company or its Affiliates up to the time of signing this Agreement. In the event that any such Claim or action has been or is asserted by Executive or anyone acting directly or indirectly on Executive’s behalf, Executive agrees that this release includes a complete waiver of any right to money damages or other individual remedies or relief awarded by a court or any governmental agency, including the Equal Employment Opportunity Commission (EEOC) or similar state agency with which Executive may file a charge or participate in an investigation notwithstanding the terms of this release and promise not to sue or other terms of this Agreement. The foregoing release and promise not to sue shall not apply to and shall not affect the parties’ right to enforce, or under the Older Workers Benefit Protection Act (OWBPA) challenge the enforceability of, the terms of this Agreement; to seek remedy for breach of this Agreement; to assert claims which cannot legally be waived under applicable law; to subsequently assert any Claim arising from acts occurring after the date of signing this Agreement; or to assert any claims for defense or indemnification under applicable law or under the terms of the Employment Agreement or an applicable officers’ and directors’ liability insurance policy. In particular, this release does not prevent Executive from filing a claim for unemployment compensation benefits. 7. Administrative Proceeding. Notwithstanding the release and promise not to sue set forth in paragraph 6 or the other terms of this Agreement, Executive acknowledges that Executive may file a charge or complaint with, participate in an investigation conducted by, or contact or communicate with the EEOC, NLRB, SEC, FINRA or any other governmental agency. Executive agrees, however, that Executive has waived any right to money damages or other individual remedies or relief which might be awarded as a result of any such administrative proceeding, except where such a waiver is prohibited under SEC rules or other applicable law. 8. Return of Property. On the Separation Date, Executive agrees to return promptly all files, documents, manuals or property of any kind, whether in written, electronic, computerized or other form, in Executive’s possession or control relating to, or constituting the property of, the Company, its Affiliates, their employees or customers including, but not limited to, all office keys, keys to Company or Affiliate vehicles, credit cards, access cards, security cards, office equipment, cellular phones, computer hardware, software products, agreements or Company or Affiliate products or prototypes. Executive acknowledges that this obligation is continuing and agrees to promptly return to the Company any subsequently discovered property as described above. To the extent that Executive has downloaded or stored any proprietary, privileged, trade secret or confidential information belonging or relating to the Company or its Affiliates, their employees or customers on any personal, non-Company electronic media in Executive’s possession, custody, or