Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “ Agreement ”) is entered into October 17, 2017, and is made effective as of October 31, 2017 (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 James S. Broucek (“ 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, and continuing thereafter until September 30, 2020, 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 Chief Financial Officer of the Bank, and the Chief Financial Officer of the Holding Company, reporting exclusively to the Bank’s President and Chief Executive Officer and the Holding Company’s Board of Directors (the “ Board ”). In such positions, Executive shall have such duties, authority and responsibility as shall be determined from time to time by the President and Chief Executive Officer and 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, committee 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.

3.      Compensation and Benefits .

(a)      Salary . As of the Effective Date, the Company shall pay Executive a salary of One Hundred Eighty-Five Thousand and 00/100 Dollars ($185,000.00) per year, payable in regular biweekly installments, in accordance with the Company’s usual payroll procedures (the “ Salary ”). Executive’s base Salary shall be subject to at least annual review on each September 30 and may be increased based on Executive’s performance and contribution to the Company, as determined by the Board.

(b)      Short Term Incentive Plan Awards . Executive shall be eligible to receive an annual incentive award pursuant to the terms of the Bank’s Executive Short Term Incentive Plan and Executive’s individual incentive goal sheet appended thereto, and any successor plan thereto.

(c)      Equity Awards . Executive shall be eligible to receive incentive awards pursuant to the terms of the Bank’s Executive Long Term Incentive Plan and the Holding Company’s 2008 Equity Incentive Plan, and any successor plans thereto. On the Effective Date, Executive shall be granted (1) Four Thousand (4,000) Restricted Stock shares pursuant to the terms of a Restricted Stock Agreement and (2) Eight Thousand (8,000) stock options (“ Options ”) in the Holding Company pursuant to the terms of a Stock Option Agreement.

(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)      Paid Time Off . During the Employment Term, Executive will be entitled to paid time off (PTO) at the maximum accrual rate, and pursuant to the other terms, as set forth in the Bank’s Paid Time Off policy effective July 1, 2017. 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)      Mileage Expenses . The Company shall reimburse Executive for his mileage incurred regarding his round-trip driving travel once per week between Minneapolis/St. Paul and Eau Claire, Wisconsin in connection with Executive’s performance of his 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 packing and moving his typical household items to the Eau Claire, Wisconsin area at the direction of the Company in an amount not to exceed $5,000.00,

provided that (i) Executive obtains at least two competitive bids for such relocation expenses and chooses the lesser of the bids and (ii) Executive’s relocation occurs while employed by the Bank during the first twelve (12) months of the Term of this Agreement.

(i)      Housing Allowance . The Company shall pay Executive the reasonable costs and expenses of temporary housing in Eau Claire, Wisconsin while employed by the Bank for up to the first twelve (12) months of the Term of this Agreement in an amount not to exceed $1,500.00 per month.

(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.

(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 position (including status, offices, titles, and reporting requirements), authorities, duties, or other 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.

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

(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 Employment 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)      Termination by the Company without Cause, or Resignation by Executive for Good Reason Following a Change in Control . If a Change in Control occurs during the Employment Term, and the Employment Term and Executive’s employment hereunder is terminated by the Company without Cause (other than by reason of death or Disability) or by resignation by Executive for Good Reason, in each case, within 12 months following the Change in Control, then Executive shall receive the benefits set forth in Section 5(d). Payment of the benefits set forth in Section 5(d) shall be made promptly pursuant to the terms of this Agreement and without unreasonable delay.

(i)      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.

(j)      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)(1) 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.

(k)      Director and Officer Positions . Upon the voluntary or involuntary termination of Executive’s employment for any reason, Executive will be deemed to have resigned from all director and officer positions he then holds with the Bank, the Holding Company, and any related or affiliated entity.

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.

(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; (ii) a pro-rated incentive award pursuant to the terms of the Bank’s Executive Short Term Incentive Plan; and (iii) a pro-rated incentive award pursuant to the terms of the Bank’s Executive Long Term Incentive Plan.

(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 as to (ii)-(iv) below Executive irrevocably executes the Release as specified in Section 5(e), promptly upon expiration of any revocation period applicable to the Release but no later than five (5) business days thereafter, the Company will pay or provide Executive with the following:

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) six (6) 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.

(d)      Termination by the Company without Cause, or Resignation by Executive with Good Reason Following a Change in Control . If Executive’s employment with the Company is terminated by the Company without Cause or by Executive with Good Reason following a Change in Control pursuant to Section 4(h) and as to (ii)-(iv) below Executive irrevocably executes the Release as specified in Section 5(e), promptly upon expiration of any revocation period applicable to the Release but no later than five (5) business days thereafter, the Company will pay or provide Executive with the following:

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

(f)      Vesting . All unvested equity interests held by Executive as of the Termination Date shall terminate and be forfeited, unless those unvested grants shall be deemed to have vested in their entirety as of the Termination Date pursuant to the terms of the applicable grant agreement, the Bank’s Executive Long Term Incentive Plan, or the Holding Company’s 2008 Equity Incentive Plan, or any successor plans thereto.

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) and Section 5(d), 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 pertaining 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.

(c)      Non-Disclosure of Confidential Information . For as long as Executive shall remain employed by the Company, and for a period of twelve (12) 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 twelve (12) 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 twelve (12) 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.

(f)      Noncompetition . During Executive’s employment, and for a period of twelve (12) 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.

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 enforceability of the Restrictive Covenants.

(b)      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:

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.

8.      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

16680 32 ^nd Avenue N.

Plymouth, MN 55447

 

Notice to Company

2174 Eastridge Center

Eau Claire WI 54701

Attn: Steve Bianchi, President and Chief Executive Officer

9.      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.

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.

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.

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

        

ATTACHMENTS:

Exhibit “A” – Form of General Release

Exhibit 10.2

CONFIDENTIAL

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Agreement”) is entered into by and between Citizens Community Federal, N.A., a national banking association (the “Bank”), and Mark C. Oldenberg (“Employee”).

RECITALS

WHEREAS, Employee has been employed as Chief Financial Officer of the Bank pursuant to an Employment Agreement dated January 1, 2017 (the “Employment Agreement”); and

WHEREAS, the term of the Employment Agreement expires on June 30, 2018 (the “Term”), and the Bank has elected not to renew or extend that Term; and

WHEREAS, the Bank and Employee have accordingly agreed that Employee’s employment with the Bank shall terminate effective October 17, 2017; and

WHEREAS, the Bank nonetheless intends to compensate Employee for his salary and benefits through the end of the Term; and

WHEREAS, the Bank and Employee have further agreed to the terms and conditions pursuant to which the Bank and Employee agree to end their employment relationship.

NOW, THEREFORE, the parties agree as follows:

AGREEMENT

In consideration of the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

2. Final Wages . Employee shall receive a final payroll check, which fully compensates Employee for Employee’s current base salary through October 20, 2017, including payment for accrued but unused PTO in the amount of $12,276.92, less applicable withholdings. It is agreed that such payment shall be made by Bank to Employee on the first payroll date following the Separation Date, in accordance with the Bank’s regularly scheduled payroll dates and procedures.

Employee acknowledges and agrees that Employee is not entitled to or owed any additional compensation from the Bank, except as may be specified herein.

3. Executive Short Term Incentive Plan Bonus . Employee is a participant in the Bank’s Executive Short Term Incentive Plan for FY2017. Pursuant to plan terms, Employee must be employed by the Bank at the time of payout to be eligible to receive a bonus payment. Plan payouts for FY2017 are not scheduled to occur prior to the Separation Date. Nonetheless, in exchange for the terms of this Agreement, the Bank will pay Employee the amount of $44,625.00, less applicable withholdings, which is equivalent to the payout amount that the Bank and Employee estimate Employee would have received under the plan. This payment will be made on the first payroll date following expiration of the rescission period set forth in paragraph 14, assuming Employee has returned to the Bank a signed copy of this Agreement within the 21-day period set forth in paragraph 13 and has not rescinded the Agreement.

4. Equity Interests . Executive’s rights and interests in his stock option awards and restricted stock awards, if any, following the termination of his employment on the Separation Date shall be governed by the terms of Employee’s award agreements and the applicable plan(s), pursuant to which the awards were granted.

5. Bank-Sponsored Benefit Plans . Commencing November 1, 2017, Employee may elect to continue to participate in the group health and dental insurance programs, as allowed by law and the terms of those benefit plans. A COBRA/continuation notice more specifically advising Employee of Employee’s rights will be provided to Employee separately. In exchange for the terms of this Agreement, the Bank will pay the Employee the lump-sum amount of $6,788.88, less applicable withholdings, which the parties agree is the amount that reimburses Employee for the cost of continuation of the health, dental, life, disability and other benefits which the Employee (and his dependents) would be eligible to participate in for the remainder of the Term following the Separation Date, based upon the benefit levels substantially equal to those being provided to Employee at the Separation Date. This payment will be made on the first payroll date following expiration of the rescission period set forth in paragraph 14, assuming Employee has returned to the Bank a signed copy of this Agreement within the 21-day period set forth in paragraph 13 and has not rescinded the Agreement. Employee’s actual participation and interest in the Bank’s 401(k) plan shall be governed by the terms of that benefit plan. All other benefits, including without limitation Employee’s disability insurance, if any, will be cancelled as of the Separation Date.

 

6. Separation Payment . In exchange for the terms of this Agreement, Employee shall continue to be paid as separation compensation following the Separation Date his base salary through the remainder of the Term. This separation payment will be paid to Employee in equal installments, less applicable withholdings, pursuant to the Bank’s regularly scheduled payroll dates and procedures throughout the remainder of the Term. Employee understands that this separation compensation is effective and will be paid only if Employee first signs this Agreement within 21 calendar days after initially receiving it and does not rescind within the 7-day period described in paragraph 14. Employee must sign and return this Agreement, if at all, so that the Agreement is effective (taking into account the rescission period provided for in paragraph 14) by no later than the twenty-eighth (28 ^th ) calendar day following the Separation Date. Payment will not begin until

the 7-day period has expired without rescission of this Agreement and the first payment thereafter shall include any separation payments that have accrued to that point. Employee understands that this separation payment shall not be subject to retirement plan or deferred compensation plan contribution election by Employee or matching contribution by the Bank. Employee represents and warrants that Employee is legally entitled to receive this severance payment and that such payment is not subject to a child support, garnishment, bankruptcy, dissolution, or other order requiring that such payment be made to any other person.

 

7. Consideration . Employee specifically acknowledges and agrees that short term incentive plan bonus amount set forth in paragraph 3, the benefits-related payment set forth in paragraph 5, the separation payment set forth in paragraph 6, and the partial waiver of Employee’s non-competition covenant contained in his Employment Agreement as set forth in paragraph 21 constitutes full and adequate consideration for this Agreement and that, if Employee does not sign this Agreement, rescinds pursuant to paragraph 14, or breaches any of Employee’s obligations contained in this Agreement at any time, the Bank shall have no obligation to provide this consideration.

8. Release. In exchange for the consideration stated and acknowledged herein, Employee (including anyone who has or obtains any legal rights or claims through or from Employee) hereby unconditionally releases and discharges the Bank and its affiliates and related entities, including without limitation Citizens Community Bancorp, Inc., predecessors, successors, (collectively “the Bank and its Affiliates”), any Bank or Affiliate pension, welfare or other employee benefit plan, and the Bank’s and its Affiliates’ owners, officers, directors, shareholders, members, partners, employees, agents, insurers, consultants, representatives, attorneys, trustees, administrators, and any entity affiliated with any of the foregoing, from any and all past or present claims, demands, obligations, actions, causes of action, damages, costs, debts, liabilities, expenses and compensation of any nature, whether for compensatory or punitive damages, and whether based in tort, contract, or other theory of recovery (collectively the “Claims” and individually a “Claim”), including but not limited to any Claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 (ERISA) (other than vested benefits under a retirement plan), each as may have been amended, or any other federal, state, or local law, including without limitation, the Wisconsin Fair Employment Act, Wisconsin Wage Claim and Payment Law, Wisconsin Family and Medical Leave Law, 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 Employee now has or that may hereafter arise out of the relationship between the parties to date, including the termination of Employee’s employment, whether known or unknown, foreseen or unforeseen, at the time of signing this Agreement. Employee states and represents the Employee has not and agrees to not institute any lawsuit against or otherwise sue the Bank or its Affiliates or any of those named in this paragraph based on any Claim relating in any way to Employee’s relationship with the Bank 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 Employee or anyone acting directly or indirectly on Employee’s behalf, Employee 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 Employee 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’ respective rights 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, such as those for unemployment compensation benefits; to seek indemnification as set forth in Section 5(d) of the Employment Agreement; or to subsequently assert any Claim arising from acts occurring after the date of signing this Agreement.

9. Administrative Proceeding . Notwithstanding the release and promise not to sue set forth in paragraph 8 or the other terms of this Agreement, Employee acknowledges that Employee 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. Employee agrees, however, that Employee 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.

10. Return of Property .      Employee agrees to return on the Separation Date all files, documents, manuals or property of any kind, whether in written, electronic, computerized or other form, in Employee’s possession or control relating to, or constituting the property of, the Bank, its Affiliates, their employees or customers including, but not limited to, all office keys, keys to Bank or Affiliate vehicles, credit cards, access cards, security cards, office equipment, cellular phones, computer hardware, software products, agreements or Bank or Affiliate products or prototypes. Employee acknowledges that this obligation is continuing and agrees to promptly return to the Bank any subsequently discovered property as described above. To the extent that Employee has downloaded or stored any proprietary, privileged, trade secret or confidential information belonging or relating to the Bank or its Affiliates, their employees or customers on any personal, non-Bank electronic media in Employee’s possession, custody, or control, such as computers, cell phones, hand-held devices, back-up devices, zip drives, USBs, PDAs, and the like, Employee agrees to promptly contact Heather Murray, VP - Human Resources, to arrange for transfer of such documents and information back to the Bank and for destruction of such documents and information on Employee’s personal electronic media. Employee agrees to not retain any copies of such documents or information. Employee represents that Employee has returned to the Bank any and all passwords used by Employee with regard to the computer, electronic or communication systems of the Bank or its Affiliates and has transitioned all administrative rights used by Employee with regard to all social media and internet-based accounts related to the business operations of the Bank, so that the Bank has immediate, full and complete access to all data and information stored, used or maintained on or in such systems or accounts. Employee agrees to not access or interfere with or attempt to access or interfere with any of the Bank’s computer systems, networks or files.

11. Non-Disparagement . Employee agrees not to make any negative or disparaging remarks or comments about the Bank or its Affiliates, or any of the foregoing entities’ directors, officers, members, employees, or products or services in any respect, including without limitation

any such negative or disparaging remarks made on or through social media sites or blogs such as Facebook, Linkedln, MySpace, or Twitter. This provision does not prohibit Employee from providing truthful information to any governmental entity.

12. Cooperation . Employee agrees to be reasonably available through January 31, 2018, for consultation with and assistance to Bank or Affiliate representatives with respect to matters and issues within Employee’s job responsibilities or knowledge during Employee’s employment by the Bank. Employee agrees to be available for up to 15 hours per week through December 31, 2017, and up to 5 hours per week thereafter. Employee acknowledges and agrees that such cooperation with the Bank is necessary for a proper and orderly transition and that the consideration set forth herein fully compensates Employee for this reasonable cooperation.

13. Consideration of Agreement . Employee may consider this Agreement prior to signing for up to 21 calendar days from the Separation Date. Employee understands, however, that Employee is free to sign and return this Agreement at any time within the 21-day period. The parties agree that any changes in this Agreement made prior to signing whether material or not do not restart the 21-day period for consideration. If a signed Agreement is not returned to the Bank by the end of this 21-day period, the offer of this Agreement is withdrawn.

14. Rescission . Employee may rescind and revoke this Agreement within seven (7) calendar days after signing it to assert alleged claims under the Age Discrimination in Employment Act. To be effective, the rescission or revocation must be in writing and hand-delivered or mailed to the Bank, c/o Steve Bianchi, President, 2174 East Ridge Center, Eau Claire, WI 54701, within the 7-day period. If mailed, the rescission or revocation must be (a) postmarked within the 7-day period, (b) properly addressed as set forth in the preceding sentence, and (c) sent by Certified Mail, Return Receipt Requested. If delivered by hand, it must be given to Mr. Bianchi within the 7-day period. Should Employee choose to rescind this Agreement, all terms hereof are canceled and thereby ineffective.

15. Non-Admission . The Bank, and all those named in paragraph 8 above, expressly deny any and all liability to Employee and the parties agree that nothing in this Agreement is intended to be, nor shall be deemed to be, an admission of liability or wrongdoing, an admission of the existence of any facts upon which liability or wrongdoing could be based, or a waiver of any defense to any such liability or wrongdoing.

16. Third Party Claims . Employee agrees that Employee will not voluntarily assist or encourage any third party regarding claims or litigation against the Bank or its Affiliates. Employee agrees to promptly notify the Bank and provide it a copy, prior to responding, if Employee is served with or otherwise receives any subpoena or any other legal process, demand or request seeking Employee’s testimony or the production of other evidence or other information. Notwithstanding the foregoing, Employee is not prohibited from filing a charge with or participating in any investigation conducted by the EEOC or other governmental agency without prior notice to the Bank.

17. Merger . Except as set forth in paragraph 21 below, as well as the indemnification provisions of Section 5(d) of the Employment Agreement, this Agreement and any employee benefit plans in which Employee continues to be a participant as a former employee supersede all prior oral and written agreements and communications between the parties regarding the subject matter hereof.

18. Confidentiality . Employee agrees to keep the terms and conditions of this Agreement strictly confidential and not disclose them to any person other than Employee’s immediate family, taxing authorities, attorneys, or accountants as necessary or as required by law. Employee understands and agrees that any disclosure in violation of this confidentiality agreement made by or through Employee, or those listed in the preceding sentence, constitutes a material breach of this Agreement. Employee agrees to not introduce this Agreement in any litigation or proceeding involving the Bank, except any action to enforce, or challenge the enforceability of, the terms of this Agreement. This provision does not prohibit Employee from providing truthful information to any governmental entity.

19. Non-disclosure Covenant . Employee agrees to hold in strict confidence and to not directly or indirectly at any time reveal, disclose or transfer, or use for the benefit of Employee or any person or entity other than the Bank, any proprietary, privileged, private, confidential or trade secret information belonging to or relating to the Bank or to its Affiliates, or any of their owners, directors, officers, employees, customers, or vendors. Such protected information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing and whether in computerized, electronic or other form): Financial information, sales and marketing information, business strategy, information technology, personnel information, customer information, depositor lists, information concerning the existence and terms of this Agreement, information pertaining to organizational structure or plans and the like. This restriction does not apply to information that is generally and publicly known in the industry or that becomes generally and publicly known through means other than the act or omission of Employee. If Employee has any doubt as to whether certain information is subject to the protections of this paragraph, Employee should discuss the matter with Steve Bianchi, President. In the event that Employee is requested or required (by oral questions, interrogations, requests for information or documents, subpoena, civil investigation demand or other process) to disclose any proprietary, privileged, private, confidential or trade secret information belonging to or relating to the Bank or its Affiliates, or any of their owners, directors, officers, employees, customers, or vendors, it is agreed that Employee will provide the Bank with advance and prompt notice of any such request or requirement so that the Bank may seek an appropriate protective order or waive Employee’s compliance with the provision of this Agreement. This provision does not prohibit Employee from providing truthful information to any governmental entity without prior notice to the Bank.

20. Defend Trade Secrets Act of 2016 . Employee understands that if Employee breaches the provisions of paragraph 19 above, Employee may be liable to the Bank under the Defend Trade Secrets Act of 2016 (“DTSA”). Employee further understands that by providing Employee with the following notice, the Bank may recover from Employee its attorney fees and exemplary damages if it brings a successful claim against Employee under the DTSA: Under the federal Defend Trade Secrets Act of 2016, Employee 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 Employee files a lawsuit for retaliation by the Bank for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding, if Employee (i) files any document containing the trade secret under seal and (ii) does not disclose the trade secret, except pursuant to court order.

21. Non-Competition . Section 7 of the Employment Agreement contains certain provisions regarding noncompetition, nonsolicitation, and nondisclosure and related terms. Employee acknowledges and agrees that the provisions of Section 7: (i) are part of this Agreement by incorporation and remain in full force and effect, (ii) such restrictive covenants are supported by separate consideration, including the consideration set forth in this Agreement, and (iii) Employee is fully bound to the continuing obligations under those provisions for the periods specified therein; provided, however, that in exchange for the terms of this Agreement, the noncompete set forth in Section 7(b)(i) shall expire six (6) months following the Separation Date.

22. Breach . If Employee breaches any of Employee’s obligations contained in this Agreement, all contingent amounts paid to Employee hereunder or yet to be paid pursuant hereto, shall be considered unearned and, at the election of the Bank and as consistent with applicable law, be either not paid and forfeited, or if previously paid, returned to the Bank. This provision shall not prevent the Bank from pursuing its other remedies and seeking damages for breach of this Agreement. Employee shall be responsible for the payment of the Bank’s reasonable attorney fees and costs of litigation incurred in successfully enforcing the terms of this Agreement. Employee acknowledges that breach by Employee of the provisions of this Agreement, particularly paragraphs 8, 10, 11, 16, 18, 19, and 21 will cause the Bank irreparable harm that is not fully remedied by monetary damages. Accordingly, Employee acknowledges that the Bank may seek injunctive relief regarding Employee’s breach or threatened breach of the terms of this Agreement without posting a bond or other security, in addition to any other available legal or equitable remedies and, that such relief may be granted without the necessity of proving actual damages. Employee agrees that both damages at law and equitable relief shall be proper modes of relief and are not to be considered alternative remedies.

23. Severability and Blue Penciling . Employee agrees that the scope and terms of this Agreement are reasonable and that it is Employee’s intent and desire that this Agreement be enforced to the fullest extent permissible. In case any one or more of the provisions of this Agreement (other than its release provisions) should be determined invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired thereby. If any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, Employee and the Bank specifically authorize the tribunal making such determination to edit the invalid or unenforceable provision to allow this Agreement, and the provisions thereof to be valid and enforceable to the fullest extent allowed by law and/or public policy, not exceeding their original terms.

24. Assignment . This Agreement shall be binding upon Employee’s heirs, administrators, representatives, or executors. No assignment of this Agreement shall be made by Employee, and any such purported assignment shall be null and void. This Agreement may be assigned by the Bank to any successor or assignee.

25. Governing Law . This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Wisconsin, without regard to conflicts of laws provisions.

26. Waiver . No term or condition of this Agreement shall be deemed to have been waived except by a statement in writing signed by the party against whom the enforcement of the waiver is sought. The waiver by the Bank of the breach or nonperformance of any provision of this Agreement by Employee will not operate or be construed as a waiver of any future breach or nonperformance under any such provision of this Agreement or any similar agreement with any other employee.

27. Voluntary and Knowing Action . Employee acknowledges that Employee has read and understands the terms of this Agreement and that Employee is voluntarily and without duress entering into this Agreement with full knowledge of its implications. In that this Agreement establishes certain legally enforceable rights and obligations, the Bank expressly advises Employee to consult with an attorney prior to signing this Agreement.

28. Section 409A . Notwithstanding any other provision of this Agreement to the contrary, Employee and the Bank 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. Employee’s termination of employment shall mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall, to the maximum extent possible, be administered, interpreted and construed in a manner consistent with Code Section 409A; provided, that in no event shall the Bank have any obligation to indemnify Employee from the effect of any taxes under Code Section 409A.

29. 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.

[SIGNATURE PAGE FOLLOWS]

{DC019633.1}         

IN WITNESS WHEREOF, the parties have caused this Separation Agreement and Release to be executed on the date set forth below.

[SIGNATURE PAGE TO SEPARATION AGREEMENT AND RELEASE]