Exhibit 10.1

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 29, 2016 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Nicolet Bankshares, Inc., a Wisconsin corporation (the “Successor Company”), and Baylake Corp., a Wisconsin corporation (the “Company”), under the Indenture referred to below.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company and the Successor Company hereby agree as follows:

PRELIMINARY STATEMENTS

The Trustee and the Company are parties to that certain Indenture dated as of March 28, 2006 (the “Indenture”), pursuant to which the Company issued U.S. $16,598,000 of its Floating Rate Junior Subordinated Note due 2036.

As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this First Supplemental Indenture, shall merge (referred to herein for purposes of Article VIII of the Indenture as the “Merger”) with and into the Successor Company with the Successor Company as the surviving corporation. The parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.

SECTION 1. Definitions . All capitalized terms used herein that are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

SECTION 2. Interpretation .

SECTION 3. Assumption of Obligations .

SECTION 4. Representations and Warranties . The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this First Supplemental Indenture and to perform the Indenture, (b) that it is the successor of the Company pursuant to the Merger effected in accordance with applicable law, (c) that it is a corporation organized and existing under the laws of Wisconsin, (d) that both immediately before and after giving effect to the Merger and this First Supplemental Indenture, no Default or Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing and (e) that this First Supplemental Indenture is executed and delivered pursuant to Section 8.1(a) and Article IX of the Indenture and does not require the consent of the Securityholders.

SECTION 5. Conditions of Effectiveness . This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

SECTION 6. Reference to the Indenture .

SECTION 7. Execution in Counterparts . This First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

SECTION 8. Governing Law; Binding Effect . This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

SECTION 9. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first written above.

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) is made the 29 ^th day of April, 2016, to become effective as of the Effective Date (as hereinafter defined), by and between Nicolet Bankshares, Inc., a bank holding company organized under the laws of the State of Wisconsin (the “ Company ”), Nicolet National Bank, a national bank (the “ Bank ” and collectively with the Company, the “ Employer ”), and Robert B. Atwell, a resident of the State of Wisconsin (the “ Executive ”).

BACKGROUND:

The Bank and Executive are parties to that certain Revised and Restated Employment Agreement dated April 17, 2012 (the “ Prior Employment Agreement ”).

The Company is party to an Agreement and Plan of Merger, dated September 8, 2015, with Baylake Corp. the consummation of which will result in changes to the positions, authority and duties of the Executive with respect to the Employer.

The Bank and the Executive now desire to amend and restate the Prior Employment Agreement as hereinafter set forth: (i) to address the changes in the Executive’s positions, authority and duties, (ii) to update the Prior Employment Agreement in a number of respects, and (iii) to add the Company as a party to the amended and restated employment agreement.

The Employer and the Executive intend that this Agreement embodies the complete terms and conditions of the Executive’s employment with the Employer and supersedes all prior employment and similar agreements between the Executive and the Employer (and/or their Affiliates), as set forth more specifically below.

AGREEMENT:

In consideration of the above premises and the mutual agreements hereinafter set forth, effective as of the Effective Date, the parties hereby agree as follows:

1.             Duties .

1.1        Positions . The Executive shall be employed as Co-Chief Executive Officer and Co-President of the Company and as an employee of the Bank, subject to the direction of the Board of Directors, shall perform and discharge faithfully those duties in connection with the conduct of the Business of the Employer for which the Executive is responsible, as mutually agreed upon between the Executive and the Executive’s counterpart with whom the offices of Chief Executive Officer and President are being shared; subject to any specific allocation of duties as may be provided for by the Board of Directors. The duties and responsibilities assumed by, or assigned to, the Executive shall be commensurate with the duties and responsibilities associated with similar positions at other holding companies and community banks of a similar size to the Employer. For as long as the Executive continues to serve on the Board of Directors of the Company and of the Bank, the Executive also shall serve as their Co-Chairpersons.

1.2          Full-Time Status . In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 1.1 hereof, the Executive shall:  

(a)          subject to Section 1.3 , devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;

(b)          diligently follow and implement all reasonable and lawful management policies and decisions communicated to the Executive by the Board of Directors; and

(c)          timely prepare and forward to the Board of Directors all reports and accountings as reasonably may be requested of the Executive.

1.3          Permitted Activities . The Executive shall devote substantially all of the Executive’s entire business time, attention and energies to the Business of the Employer, but as long as the following activities do not interfere with the Executive’s obligations to the Employer, this shall not be construed as preventing the Executive from:

(a)          investing the Executive’s personal assets in any manner which will not require any services on the part of the Executive in the operation or affairs of the entity and in which the Executive’s participation is solely that of an investor; provided that such investment activity following the Effective Date shall not result in the Executive owning beneficially at any time one percent (1%) or more of the equity securities of any Competing Business; or

(b)          participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books, teaching or serving on the board of directors of an entity so long as any such participation does not interfere with the ability of the Executive to effectively discharge the Executive’s duties hereunder; provided further, that the Board of Directors may direct the Executive in writing to resign from any such organization and/or cease such activities should the Board of Directors reasonably conclude that continued membership and/or activities of the type identified would not be in the best interests of the Employer.

2.             Term . This Agreement shall remain in effect for the Term. While this Agreement remains in effect, it shall automatically renew each day after the date of this Agreement so that the Term remains a three-year term from day-to-day hereafter unless the Employer or the Executive gives written notice to the other of its or his intent that the automatic renewals shall cease. In the event such notice of non-renewal is properly given, this Agreement and the Term shall expire on the third anniversary of the thirtieth (30 ^th ) day following the date such written notice is received. In the event the Executive continues to provide services to the Employer as an employee following the expiration of the Term, but without entering into a new written employment agreement, such post-expiration of the Term employment shall be deemed to be performed on an “at-will” basis and either party may thereafter terminate such employment with or without notice and for any or no reason and without any obligations determined by reference to this Agreement.

3.             Compensation . The Employer shall pay or otherwise provide the Executive the following during the Term, except as otherwise provided below:

3.1        Annual Base Salary . The Executive shall be paid a base salary at the annual base rate of Three Hundred Sixty Thousand and No/100 Dollars ($360,000) (the “ Annual Base Salary ”). The Executive’s Annual Base Salary shall be reviewed by the Board of Directors annually for potential increases, as determined by the Board of Directors based on its evaluation of the Executive’s performance. The Executive’s Annual Base Salary shall be payable in accordance with the Bank’s normal payroll practices.

3.2        Annual Incentive Compensation . Unless otherwise prohibited by banking regulation, rule or directive, the Executive shall have the opportunity to earn annual bonus compensation in such manner as may be determined by, and based on performance measures established by, the Board of Directors upon the recommendation of the Compensation Committee of the Board of Directors (the “ Committee ”) consistent with the Bank’s strategic planning process, pursuant to any incentive compensation program as may be adopted from time to time by the Board of Directors (an “ Annual Bonus ”). Any Annual Bonus earned shall be payable in cash or cash equivalents by March 15 ^th of the calendar year following the calendar year in which the bonus is earned in accordance with the Bank’s normal practices for the payment of short-term incentives. To be entitled to any payment of bonus compensation from the Bank pursuant to Section 3.2 , the Executive must be employed by the Employer on the last day of the applicable performance period and must continue to be employed until the date that such payment is made.

3.3        Equity Award . The Executive shall be entitled to such equity incentive awards in the discretion of the Board of Directors of the Company (or any committee thereof) based upon and/or subject to any performance measures as may be established by the granting entity; provided, however, that, in general, the Company shall make awards at such times and subject to such terms and conditions that are no less favorable than awards granted to similarly situated executives.

3.4        Life Insurance . The Employer shall provide the Executive with term life insurance coverage on the Executive’s life with a death benefit of no less than One Million Five Hundred Thousand Dollars ($1,500,000), with such death benefit payable to such beneficiary or beneficiaries as the Executive may designate.

3.5        Business and Professional Education Expenses; Memberships . In accordance with the reimbursement policies from time to time adopted by the Board of Directors and consistent with the annual budget approved for the period during which an expense was incurred, the Employer specifically agrees to reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in the performance of the Executive’s duties hereunder; provided, however, that the Executive shall, as a condition of any such reimbursement, submit verification of the nature and amount of such expenses in accordance with such reimbursement policies and in sufficient detail to comply with rules and regulations promulgated by the United States Treasury Department. Notwithstanding anything to the contrary in the foregoing, the Employer acknowledges and agrees that reasonable and necessary business expenses for purposes of this Section 3.5 shall include reimbursement for the cost of the annual dues for membership in the country clubs in which the Executive is a member as of the Effective Date and the use of an automobile of a make and model determined by the Employer. The Employer shall pay the expenses associated with the operation, maintenance, repair and insurance for the automobile. The Executive shall be responsible for maintaining adequate records of the Executive’s personal use of the automobile and for timely providing the Employer with such records on an annual basis. In the event of any failure to do so, the Employer shall report the entire value of the use of the automobile and related reimbursements as taxable income to the Executive. Except as otherwise provided in this Section 3.5 , the Executive acknowledges that the Employer makes no representation with respect to the taxability or non-taxability of the benefits provided under this Section 3.5 .

3.6        Paid Leave . The Executive shall be entitled to paid leave of no less than twenty-four (24) days per calendar year, subject to proration and exclusive of paid leave for holidays and sickness, with such paid leave to be taken in accordance with the Bank’s policy for paid leave as may be in effect from time to time. All use of Executive’s paid leave shall be determined in accordance with the Bank’s paid leave policy as in effect from time to time.

3.7        Benefits . In addition to the benefits specifically described in this Agreement, the Executive shall be entitled to such benefits as may be available from time to time to similarly situated employees of the Employer. All such benefits shall be awarded and administered in accordance with the Employer’s standard policies and practices.

3.8        Withholding . The Employer may deduct from each payment of compensation hereunder all amounts required to be deducted and withheld in accordance with applicable federal and state income, FICA and other withholding requirements. The Executive further acknowledges and agrees that the Employer’s provision of certain in-kind benefits and reimbursements of expenses will result in income or imputed income for income tax purposes in accordance with applicable tax laws and that such income or imputed income also may be subject to tax withholding obligations that may be satisfied by deductions made from other compensation otherwise payable to the Executive by the Employer.

3.9        Apportionment of Obligations . The obligations for the payment of the amounts otherwise payable pursuant to this Section 3 shall be apportioned between the Company and the Bank as they may agree from time to time in their sole discretion. The satisfaction of the obligations in this Section 3 and Section 4 shall be subject to any approvals or non-objections from, and any conditions or restrictions imposed by, any regulator of the Employer.

3.10      Reimbursement of Expenses; In-Kind Benefits . All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the Term to be eligible for reimbursement. All in-kind benefits described in this Section 3 must be provided by the Employer during the Term. The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.

3.11        Clawback of Incentive Compensation . The Executive agrees to repay any incentive compensation previously paid or otherwise made available to the Executive under this Agreement that is subject to recovery under any applicable law (including any rule of any exchange or service through which the securities of the Employer are then traded), including, but not limited to, the following circumstances:

(a)       where such compensation was in excess of what should have been paid or made available because the determination of the amount due was based, in whole or in part, on materially inaccurate financial information of the Employer;

(b)       where such compensation constitutes “excessive compensation” within the meaning of 12 C.F.R. Part 30, Appendix A;

(c)       where the Executive has committed, is substantially responsible for, or has violated, the respective acts, omissions, conditions, or offenses outlined under 12 C.F.R. Section 359.4(a)(4); and

(d)       if the Employer becomes, and for so long as the Employer remains, subject to the provisions of 12 U.S.C. Section 1831o(f), where such compensation exceeds the restrictions imposed on the senior executive officers of such an entity.

The Executive agrees to return promptly any such compensation identified by the Employer by written notice provided pursuant to Section 12 . If the Executive fails to return such compensation promptly, the Executive agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Executive by the Employer. If the Executive is then employed by the Employer, the Executive acknowledges that the Employer may take appropriate disciplinary action (up to, and including, Termination of Employment) if the Executive fails to return such compensation. The Executive acknowledges the Employer’s rights to engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 3.11 . The provisions of this Section 3.11 shall be modified to the extent, and remain in effect for the period, required by applicable law.

4.             Termination; Suspension or Reduction of Benefits .

4.1          Termination of Employment . During the Term, the Executive’s Termination of Employment under this Agreement may only occur as follows:

(a)          By the Employer by notice in writing:

(1)         for Cause; provided that the Employer shall give the Executive any prior written notice required by Section 24(g) ;

(2)         without Cause (other than pursuant to Section 4.1(a)(3) below) at any time, provided that the Employer shall give the Executive thirty (30) days prior written notice of its intent; or

(3)         in the event that a regulator for the Employer requires the Executive’s removal from service in one or more of the positions described in Section 1.1 .

(b)          By the Executive:

(1)         for any reason (other than pursuant to Section 4.1(b)(2) ), provided that the Executive shall give the Employer thirty (30) days’ prior written notice of the Executive’s intent to effect such a Termination of Employment; or

(2)         for Good Reason, provided that the Executive shall give the Employer the prior written notice described in Section 24(q) .

(c)          Upon the Executive becoming subject to a Disability; provided however, that if this Section 4.1(c) is invoked by the Employer, the Employer shall provide the Executive with at least sixty (60) days’ prior written notice of the effective date of the Termination of Employment.

(d)         At any time upon mutual, written agreement of the parties.

(e)         Upon expiration, including non-renewal, of the Term.

(f)          Notwithstanding anything in this Agreement to the contrary, the Term shall end automatically upon the Executive’s death.

4.2          Severance . If, during the Term but prior to, or more than six (6) months following, a Change of Control, the Executive experiences an involuntary Termination of Employment by the Employer without Cause pursuant to Section 4.1(a)(2) or a Termination of Employment due to a resignation by the Executive for Good Reason pursuant to Section 4.1(b)(2) , the Executive shall receive as liquidated damages, in lieu of all other claims and payments under this Agreement, severance in the form of the continuation of Annual Base Salary, at the rate of Annual Base Salary in effect as of the effective date of the Termination of Employment, for a period of twelve (12) months. Any severance payable pursuant to this Section 4.2 shall be paid in substantially equal increments in cash or cash equivalents in accordance with the Bank’s regular payroll practices, but no less frequently than monthly, commencing with the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment.

4.3          Change of Control . If, within six (6) months following a Change of Control, the Executive experiences an involuntary Termination of Employment by the Employer without Cause pursuant to Section 4.1(a)(2) or a Termination of Employment due to a resignation by the Executive for Good Reason pursuant to Section 4.1(b)(2) , the Executive shall receive, as liquidated damages, in lieu of all other claims and payments under this Agreement, the following:

(a)       if the Change of Control is an event described in Section 24(h)(1)(i) or (iii) , (1) severance as a lump sum payment equal to two (2) times the Annual Base Salary and target bonus opportunity as was in effect immediately prior to the Change of Control plus (2) reimbursement by the Employer for the Executive’s cost of such health coverage as was in effect immediately prior to the Change of Control for himself and covered dependents with such reimbursements to continue for the lesser of twelve (12) months or the health continuation coverage period for which the Executive is eligible as a result of the Termination of Employment.

(b)       if the Change of Control is an event described in Section 24(h)(1)(ii) or Section 24(h)(2) that is also not an event described in Section 24(h)(1)(i) or (iii) , (1) severance in the form of pay continuation, at the rate equal to two (2) times the Annual Base Salary and target bonus opportunity as was in effect immediately prior to the Change of Control, for a period of twelve (12) months plus (2) reimbursement by the Employer for the Executive’s cost of such health coverage as was in effect immediately prior to the Change of Control for himself and covered dependents with such reimbursements to continue for the lesser of twelve (12) months or the health continuation coverage period for which the Executive is eligible as a result of the Termination of Employment.

Any severance payable pursuant to Section 4.3(a)(1) shall be paid in a lump sum on the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment. Any severance payable pursuant to Section 4.3(a)(2) shall be paid in substantially equal increments in cash or cash equivalents in accordance with the Bank’s regular payroll practices, but no less frequently than monthly, commencing with the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment.

4.4          Parachute Payments . In no event shall any payment or other consideration payable to the Executive by the Employer exceed the amount permitted by Code Section 280G. Therefore, if the aggregate present value (determined in accordance with the provisions of Code Section 280G) of both the amounts payable to the Executive under this Agreement and all other amounts payable to the Executive by the Employer in the nature of compensation (the “ Aggregate Payments ”) would result in a “parachute payment,” as defined under Code Section 280G, then the Aggregate Payments shall not be greater than an amount equal to 2.99 multiplied by the Executive’s “base amount” for the “base period”, as those terms are defined under Code Section 280G. In the event the Aggregate Payments are required to be reduced pursuant to this Section, the Aggregate Payments will be reduced by category in the following order: (a) cancellation of accelerated vesting of equity awards; (b) reduction or elimination of cash severance benefits that are subject to Code Section 409A; (c) reduction or elimination of cash severance benefits that are not subject to Code Section 409A; (d) reduction or elimination of any remaining portion of the Aggregate Payments that are subject to Code Section 409A; and (e) reduction or elimination of any remaining portion of the Aggregate Payments that are not subject to Code Section 409A. In the event that acceleration of vesting of equity award compensation is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards. Within each other category, cash payments and payments with respect to any equity award will be reduced pro rata based on the portion of cash or other payment with respect to the Aggregate Payments, in each case beginning with payments that would otherwise be made last in time; provided that in no event shall the cash portion of the Aggregate Payments be less than the amount of federal and state income tax withholding owed by the Executive with respect to the Aggregate Payments.

4.5          Effect of Termination of Employment .

(a)       Upon Executive’s Termination of Employment hereunder for any reason, the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for (1) the payment of any amount earned and owing under this Agreement; (2) the reimbursement of any expenses under Section 3.5 ; and (3) any payment set forth in Section 4.2 or Section 4.3 , if applicable.

(b)       Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment pursuant to Section 4.2 or Section 4.3 , the Executive must execute and not timely revoke during any revocation period provided therein, a release in the form provided by the Employer. The Employer shall provide the release to the Executive in sufficient time so that if the Executive timely executes and returns the release, the revocation period will expire no later than sixty (60) days following the effective date of the Termination of Employment.

(c)       Notwithstanding any provision in the Agreement to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Code Section 409A, any payments that are otherwise payable to the Executive within the first six (6) months following the effective date of Termination of Employment, shall be suspended and paid as soon as practicable following the end of the six-month period following such effective date if, immediately prior to the Executive’s Termination of Employment, the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) of the Employer (or any related “service recipient” within the meaning of Code Section 409A and the regulations thereunder). Any payments suspended by operation of the foregoing sentence shall be paid as a lump sum within thirty (30) days following the end of such six-month period.

(d)       If the Executive is a member of the board of directors of either the Company or any Affiliate of the Company and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1 , the Executive shall immediately resign from the Executive’s position(s) on such board(s) of directors, effective no later than the effective date of the Termination of Employment.

(e)       Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision herein in contravention of the requirements of Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. Section 1828(k)).

4.6          Regulatory Action .

(a)       If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 3.1 on the effective date of said order, and reimbursement under Section 3.5 of expenses incurred as of the effective date of termination.

(b)       If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(3) and (g)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall reinstate any of its obligations which were suspended to the extent permitted by applicable law.

(c)       If the Employer is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.

(d)       If the Federal Deposit Insurance Corporation (“ FDIC ”) is appointed receiver or conservator under Section 11(c) of the FDIA (12 U.S.C. Section 1821(c)) of the Company or any depository institution controlled by the Company, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such receivership or conservatorship, other than any rights of the Executive that vested prior to such appointment. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.

(e)       If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. Section 1823(c)) to the Company or any depository institution controlled by the Company, but excluding any such assistance provided to the industry generally, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such assistance, other than any rights of the Executive that vested prior to the FDIC action. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.

(f)       If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. Sections 1823(f) and (k)) by the Employer or any depository institution controlled by the Employer, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.

(g)       Notwithstanding the timing for the payment of any severance amount described in Section 4.2 or Section 4.3 , no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Employer pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent.

(h)       All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.

5.             Employer Information .

5.1          Ownership of Employer Information . All Employer Information received or developed by the Executive or by the Employer while the Executive is employed by the Employer will remain the sole and exclusive property of the Employer.

5.2          Obligations of the Executive . The Executive agrees:

(a)       to hold Employer Information in strictest confidence;

(b)       not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Employer Information or any physical embodiments of Employer Information to any unauthorized recipient; and

(c)       in any event, not to take any action causing, or fail to take any action necessary in order to prevent, any Employer Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret;

provided, however, that none of the foregoing obligations shall preclude the Executive from making any disclosures of Employer Information required by law. In the event that the Executive is required by law to disclose any Employer Information, the Executive will not make such disclosure unless (and then only to the extent that) the Executive has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Employer when the Executive becomes aware that such disclosure has been requested and is required by law. This Section 5 shall survive for a period of twelve (12) months following termination of this Agreement for any reason with respect to Confidential Information, and shall survive termination of this Agreement for any reason for so long as is permitted by applicable law with respect to Trade Secrets.

5.3          Delivery upon Request or Termination . Upon request by the Employer, and in any event upon the Executive’s Termination of Employment with the Employer, the Executive will promptly deliver to the Employer all property belonging to the Employer and their Affiliates, including, without limitation, all Employer Information then in the Executive’s possession or control.

6.             Non-Competition . The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Executive provided for the Employer. The Executive acknowledges and agrees that the Business of the Employer is conducted in the Area.

7.             Non-Solicitation of Customers . The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer) on the Executive’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Employer’s customers with whom the Executive has or had Material Contact for purposes of providing products or services that are competitive with those provided by the Employer in connection with the Business of the Employer.

8.             Non-Solicitation of Employees . The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer) on the Executive’s own behalf or in the service or on behalf of others, solicit or recruit or attempt to solicit or recruit any employee of the Employer with whom the Executive had material contact during the last two (2) years of the Executive’s employment, whether or not such employee is a full-time employee or a temporary employee of the Employer, such employment is pursuant to written agreement, for a determined period, or at will.

9.             Remedies . The Executive agrees that the covenants contained in Sections 5 through 8 of this Agreement are of the essence of this Agreement, that each of the covenants is reasonable and necessary to protect the business, interests and properties of the Employer and their Affiliates, and that irreparable loss and damage will be suffered by the Employer should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Employer shall be entitled to seek a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants. Furthermore, in addition to any other remedies, the Executive agrees that any willful violation of the covenants in Sections 5 through 8 that results in material harm to the Employer will result in the immediate forfeiture of any payment that otherwise is or may become due under Section 4. 2 or Section 4.3 . The Employer and the Executive agree that all remedies available to the Employer shall be cumulative.

10.           Severability . The parties agree that each of the provisions included in this Agreement is separate, distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with, and valid and enforceable under, the law or public policy.

11.           No Set-Off by the Executive . The existence of any claim, demand, action or cause of action by the Executive against the Employer whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of any of its rights hereunder.

12.           Notice . All notices, requests, waivers and other communications required or permitted hereunder shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

If to the Employer:      Nicolet Bankshares, Inc.

111 N. Washington Street

Green Bay, Wisconsin 54301

Attn: Executive Committee

If to the Executive:      The address most recently on file with the Employer

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. All such notices, requests, waivers and other communications shall be deemed to have been effectively given: (a) when personally delivered to the party to be notified; (b) when sent by confirmed facsimile to the party to be notified; (c) five (5) business days after deposit in the United States Mail postage prepaid by certified or registered mail with return receipt requested at any time other than during a general discontinuance of postal service due to strike, lockout, or otherwise (in which case such notice, request, waiver or other communication shall be effectively given upon receipt) and addressed to the party to be notified as set forth above; or (d) two (2) business days after deposit with a reputable overnight delivery service, postage prepaid, addressed to the party to be notified as set forth above with next-business-day delivery guaranteed. A party may change its or her notice address given above by giving the other party ten (10) days’ written notice of the new address in the manner set forth above.

13.           Assignment . The rights and obligations of the Employer under this Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the Employer, including without limitation, a purchaser of all or substantially all the assets of the Employer. If the Agreement is assigned pursuant to the foregoing sentence, the assignment shall be by novation and the Employer shall have no further liability hereunder, and the successor or assign, as applicable, shall become the “Employer” hereunder, but the Executive will not be deemed to have experienced a Termination of Employment by virtue of such assignment. The Agreement is a personal contract and the rights and interest of the Executive may not be assigned by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

14.           Waiver . A waiver by one party to this Agreement of any breach of this Agreement by any other party to this Agreement shall not be effective unless in writing, and no waiver shall operate or be construed as a waiver of the same or another breach on a subsequent occasion.

15.           Mediation . Except with respect to Sections 5 through 9 above, and as provided in Section 16 hereof, if any dispute arises out of or relates to this Agreement, or a breach thereof, and if the dispute can not be settled through direct discussions between the parties, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to any other process for resolving the dispute.

16.           Applicable Law and Choice of Forum . This Agreement shall be construed and enforced under and in accordance with the laws of the State of Wisconsin. The parties agree that any appropriate state court located in Brown County, Wisconsin or federal court for the Eastern District of Wisconsin shall have jurisdiction of any case or controversy arising under or in connection with this Agreement shall be a proper forum in which to adjudicate such case or controversy. The parties consent and waive any objection to the jurisdiction or venue of such courts.

17.           Interpretation . Words importing any gender include all genders. Words importing the singular form shall include the plural and vice versa. The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Agreement. Any captions, titles or headings preceding the text of any article, section or subsection herein are solely for convenience of reference and shall not constitute part of this Agreement or affect its meaning, construction or effect.

18.           Entire Agreement . This Agreement embodies the entire and final agreement of the parties on the subject matter stated in this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Employer or the Executive unless made in writing and signed by all parties. All prior understandings and agreements relating to the subject matter of this Agreement, including, but not limited to, the Prior Employment Agreement, are hereby expressly terminated without any obligations owing to the Executive on account of the termination of those agreements.

19.           Rights of Third Parties . Nothing herein expressed is intended to or shall be construed to confer upon or give to any person, firm or other entity, other than the parties hereto and their permitted assigns, any rights or remedies under or by reason of this Agreement.

20.           Costs of Enforcement . In the event of a dispute related to a breach of the Agreement results in a legal action initiated by either party to enforce its rights thereunder, the successful or prevailing party or parties in such action shall be entitled to recover reasonable attorneys’ fees, court costs and all expenses, incurred in that action, in addition to any other relief to which such party or parties may be entitled. The non-prevailing party shall pay such costs and expenses to the prevailing party within sixty (60) days after a final determination (excluding any appeals) is made with respect to the litigation.

21.           Survival . The obligations of the parties pursuant to Sections 3.11, 4.2, 4.3, 5 through 9, 15, 16, 17, and 22 , as applicable, shall survive the Executive’s Termination of Employment hereunder for the period designated under each of those respective sections.

22.           Representation Regarding Restrictive Covenants . The Executive represents that the Executive is not and, during the Term, will not become a party to any non-competition or non-solicitation agreement or any other agreement which would prohibit the Executive from entering into this Agreement or providing the services for the Employer contemplated by this Agreement on or after the Effective Date. In the event the Executive is subject to any such agreement, this Agreement shall be rendered null and void and the Employer shall have no obligations to the Executive under this Agreement.

23.           Section 409A . It is the intent of the parties that any payment to which the Executive is entitled under this Agreement be exempt from Section 409A of the Code to the maximum extent permitted under Section 409A of the Code. However, to the extent any such amounts are considered to be “nonqualified deferred compensation” subject to Section 409A of the Code, such amounts shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Neither the Executive nor the Employer shall intentionally take any action to accelerate or delay the payment of any amounts in any manner which would not be in compliance with Section 409A of the Code without the consent of the other party. For purposes of this Agreement, all rights to payments shall be treated as rights to receive a series of separate payments to the fullest extent allowed by Section 409A of the Code. It is also intended that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations Section 1.409A-1(b)(4) (regarding short-term deferrals), Section 1.409A-1(b)(9)(iii) (regarding the severance pay exception) and Section 1.409A-1(b)(9)(iv) (regarding reimbursements and other separation pay).

24.           Definitions . Whenever used in this Agreement, the following terms and their variant forms shall have the meanings set forth below:

(a)        “ Affiliate ” shall mean any entity which controls, is controlled by, or is under common control with another entity. For this purpose, “control” means ownership of more than fifty percent (50%) of the ordinary voting power of the outstanding equity securities of an entity.

(b)        “ Agreement ” shall mean this Agreement and any exhibits incorporated herein together with any amendments hereto made in the manner described in this Agreement.

(c)        “ Area ” shall mean the geographic areas encompassed by a fifty (50) mile radius from each of the Bank’s main business offices in the cities of Appleton, Green Bay, Sturgeon Bay and Wausau, Wisconsin. It is the express intent of the parties that the Area as defined herein is the area where the Executive performs services on behalf of the Employer under this Agreement.

(d)         “ Bank ” means Nicolet National Bank, a national bank, or any successor thereto.

(e)         “ Board of Directors ” shall mean the board of directors of Company and/or of the Bank, as the context requires and, where appropriate, includes any committee thereof or other designee.

(f)         “ Business of the Employer ” shall mean the business conducted by the Employer, which is the business of commercial and consumer banking and the provision of wealth management products and services.

(g)         “ Cause ” shall mean any one of the following events:

(1)         a material breach of the terms of this Agreement by the Executive, including, without limitation, failure by the Executive to perform his duties and responsibilities in the manner and to the extent required under this Agreement, which remains uncured after the expiration of thirty (30) days following the delivery of written notice of such breach to the Executive by the Employer. Such notice shall (i) specifically identify the duties that the Board of Directors believes the Executive has failed to perform, (ii) state the facts upon which the Board of Directors made such determination, and (iii) be approved by a resolution passed by two-thirds ( ² / ₃ ) of the directors then in office;

(2)         conduct by the Executive that amounts to fraud, dishonesty or willful misconduct in the performance of his duties and responsibilities hereunder;

(3)         arrest for, charged in relation to (by criminal information, indictment or otherwise), or conviction of the Executive during the Term of this Agreement of a crime involving breach of trust or moral turpitude;

(4)         conduct by the Executive that amounts to gross and willful insubordination or inattention to his duties and responsibilities hereunder; or

(5)         conduct by the Executive that results in removal from his position as an officer or executive of the Employer pursuant to a written order by any regulatory agency with authority or jurisdiction over the Employer.

(h)         “ Change of Control ” means any one of the following events occurring after the Effective Date:

(1)         (i) when a person or a group acquires stock of the Bank that, combined with stock previously owned, controls more than fifty percent (50%) of the value or voting power of the stock of the Bank; (ii) on the date that, during any twelve-month period, either (x) any person or group acquires stock possessing thirty percent (30%) or more of the voting power of the stock of the Bank or (y) the majority of the Board of Directors of the Bank is replaced by persons whose appointment or election is not endorsed by a majority of the Board of Directors of the Bank; or (iii) when a person or group acquires, during any twelve-month period, assets of the Bank having a total gross fair market value equal to forty percent (40%) or more of the total gross fair market value of all of the Bank’s assets.

(2)         (i) a “change in the ownership of a corporation,” (ii) a “change in the effective control of a corporation,” or (iii) a “change in the ownership of a substantial portion of the assets of a corporation,” all within the meaning of Code Section 409A; provided, however, that for purposes of determining a “substantial portion of the assets of a corporation,” “eighty-five percent (85%)” shall be used instead of “forty percent (40%).” For purposes of this Section 24(h)(2) , “a corporation” refers to only to the Company. Notwithstanding the foregoing, in the event of a merger, consolidation, reorganization share exchange or other transaction as to which the holders of the capital stock of the Company before the transaction continue after the transaction to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of the Company (or other surviving company) representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of the Company (or other surviving company), such transaction shall not constitute a Change of Control for purposes of Section 24(h)(2) .

(i)           “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(j)           “ Company ” means Nicolet Bankshares, Inc., a bank holding company organized under the laws of the State of Wisconsin.

(k)          “ Competing Business ” shall mean any entity (other than the Employer and their Affiliates) that is conducting business that is the same or substantially the same as the Business of the Employer.

(l)           “ Confidential Information ” means data and information relating to the business of the Employer and their Affiliates (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Executive or of which the Executive became aware as a consequence of or through the Executive’s relationship to the Employer and their Affiliates and which has value to the Employer and their Affiliates and is not generally known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Employer or their Affiliates, provided that such public disclosure shall not be deemed to be voluntary when made without authorization by the Executive or any other employee of Employer, or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

(m)          “ Determination Date ” means (1) during the Executive’s employment, the date for which compliance is being determined, and (2) following Executive’s Termination of Employment, the date of Executive’s Termination of Employment.

(n)          “ Disability ” shall mean the inability of the Executive to perform each of his material duties under this Agreement for the duration of the short-term disability period under the Employer’s policy then in effect (or, if no such policy is in effect, a period of one-hundred eighty (180) consecutive days) as certified by a physician chosen by the Employer and reasonably acceptable to the Executive.

(o)         “ Effective Date ” means April 29, 2016.

(p)         “ Employer Information ” means Confidential Information and Trade Secrets.

(q)         “ Good Reason ” shall mean any of the following which occurs on or after the Effective Date:

(1)         a material diminution in the authority (including supervisory authority), responsibilities or duties of the Executive as in effect immediately after the Effective Date, without the Executive’s consent, other than any diminution attributable to the sharing of duties and responsibilities with the Executive’s counterpart with whom the offices of Chief Executive Officer and President of the Company are being shared;

(2)         following a Change of Control, a material diminution in the Executive’s reporting relationships ( e.g ., the Executive no longer reports directly to the Board of Directors of the Company);

(3)         following a Change of Control, a material change in the geography where the Executive must perform his services ( i.e ., a location that is beyond a fifty-mile radius from the Executive’s office location immediately prior to the Change of Control);

(4)         following a Change of Control, any material decrease in Annual Base Salary, bonus opportunity, or other benefits provided for in Section 3 from the level in effect immediately prior to the Change of Control; or

(5)         a material breach of the Agreement;

provided, however, that in each case of the above, the Executive must provide written notice to the Employer of the occurrence of such action or failure within ninety (90) days after the action or failure first occurs, and the Executive shall only have Good Reason to terminate the Executive’s employment if the Employer fails to correct such action or failure within thirty (30) days following receipt of such notice. If the Employer does so fail to correct such action or failure, the Executive must resign effective no later than fifteen (15) days following expiration of the thirty (30)-day correction period.

(r)        “ Material Contact ” means the contact between the Executive and each customer: (1) with whom or which the Executive dealt on behalf of the Employer and/or one or more of their Affiliates in a business capacity or about whom or which the Executive obtained Confidential Information in the ordinary course of business as a result of such Executive’s association with the Employer and/or one or more of their Affiliates; and (2) who or which received products or services from the Employer and/or one or more of their Affiliates within two years prior to the Determination Date.

(s)        “ Term ” shall mean the period beginning with the Effective Date and ending on the last business day of the Employer immediately prior to the third anniversary of the Effective Date.

(t)        “ Termination of Employment ” shall mean a termination of the Executive’s employment where either: (1) the Executive has ceased to perform any services for the Employer and all affiliated companies that, together with the Employer, constitute the “service recipient” within the meaning of Code Section 409A and the regulations thereunder (collectively, the “ Service Recipient ”) or (2) the level of bona fide services the Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) is reasonably expected to permanently decrease (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of service if the Executive has been providing services to the Service Recipient for less than 36 months). For the avoidance of doubt, whether a Termination of Employment occurs will be made in accordance with Treasury Regulation Section 1.409A-1(b).

(u)        “ Trade Secrets ” means Employer or Affiliate information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which:

(1)         derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(2)         is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

[Signatures on Following Page]

IN WITNESS WHEREOF , the Employer and the Executive have executed and delivered this Agreement as of the date first shown above.

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) is made the 29th day of April, 2016, to become effective as of the Effective Date (as hereinafter defined and subject to the contingencies provided for herein), by and between Nicolet Bankshares, Inc., a bank holding company organized under the laws of the State of Wisconsin (the “Company”), Nicolet National Bank, a national bank (the “Bank” and collectively with the Company, the “ Employer ”), and Robert J. Cera, a resident of the State of Wisconsin (the “ Executive ”).

BACKGROUND:

The Company is party to an Agreement and Plan of Merger, dated September 8, 2015, with Baylake Corp. (“ Baylake ”) pursuant to which, subject to the conditions and contingencies set forth therein, Baylake will be merged with and into the Company, with the Company as the surviving entity (the “ Merger Transaction ”).

The Employer and the Executive now desire to enter into this Agreement, which is to become effective as of the Effective Date, subject to the consummation of the Merger Transaction on or before September 8, 2016 and the Executive’s continued employment with Baylake through and until the Effective Date.

The Employer and the Executive intend that this Agreement embodies the complete terms and conditions of the Executive’s employment with the Employer and supersedes all prior employment and similar agreements between the Executive and Baylake and/or the Company (and/or their Affiliates), as set forth more specifically below.

AGREEMENT:

In consideration of the above premises and the mutual agreements hereinafter set forth, effective as of the Effective Date, the parties hereby agree as follows:

1.            Duties .

1.1          Positions . The Executive shall be employed as Co-Chief Executive Officer and Co-President of the Company and as an employee of the Bank, and, subject to the direction of the Board of Directors, shall perform and discharge faithfully those duties in connection with the conduct of the Business of the Employer for which the Executive is responsible, as mutually agreed upon between the Executive and the Executive’s counterpart with whom the offices of Chief Executive Officer and President are being shared; subject to any specific allocation of duties as may be provided for by the Board of Directors. The duties and responsibilities assumed by, or assigned to, the Executive shall be commensurate with the duties and responsibilities associated with similar positions at other holding companies and community banks of a similar size to the Employer. For as long as the Executive continues to serve on the Board of Directors of the Company and of the Bank, the Executive also shall serve as their Co-Chairpersons.

1.2          Full-Time Status . In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 1.1 hereof, the Executive shall:  

(a)          subject to Section 1.3 , devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;

(b)          diligently follow and implement all reasonable and lawful management policies and decisions communicated to the Executive by the Board of Directors; and

(c)          timely prepare and forward to the Board of Directors all reports and accountings as reasonably may be requested of the Executive.

1.3          Permitted Activities . The Executive shall devote substantially all of the Executive’s entire business time, attention and energies to the Business of the Employer, but as long as the following activities do not interfere with the Executive’s obligations to the Employer, this shall not be construed as preventing the Executive from:

(a)          investing the Executive’s personal assets in any manner which will not require any services on the part of the Executive in the operation or affairs of the entity and in which the Executive’s participation is solely that of an investor; provided that such investment activity following the Effective Date shall not result in the Executive owning beneficially at any time one percent (1%) or more of the equity securities of any Competing Business; or

(b)          participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books, teaching or serving on the board of directors of an entity so long as any such participation does not interfere with the ability of the Executive to effectively discharge the Executive’s duties hereunder; provided further, that the Board of Directors may direct the Executive in writing to resign from any such organization and/or cease such activities should the Board of Directors reasonably conclude that continued membership and/or activities of the type identified would not be in the best interests of the Employer.

2.            Term . This Agreement shall become effective as of the Effective Date and shall remain in effect for the Term. This Agreement shall expire on the last day of the Term, unless extended pursuant to the mutual agreement of the parties on or before the last day of the Term. In the event the Executive continues to provide services to the Employer as an employee following the expiration of the Term, but without entering into a new written employment agreement, such post-expiration of the Term employment shall be deemed to be performed on an “at-will” basis and either party may thereafter terminate such employment with or without notice and for any or no reason and without any obligations determined by reference to this Agreement.

3.            Compensation . The Employer shall pay or otherwise provide the Executive the following during the Term, except as otherwise provided below:

3.1          Annual Base Salary . The Executive shall be paid a base salary at the annual base rate of Three Hundred Sixty Thousand Dollars ($360,000) (the “ Annual Base Salary ”). The Executive’s Annual Base Salary shall be reviewed by the Board of Directors annually for potential adjustments, as determined by the Board of Directors based on its evaluation of the Executive’s performance. The Executive’s Annual Base Salary shall be payable in accordance with the Bank’s normal payroll practices.

3.2          Annual Incentive Compensation . Unless otherwise prohibited by banking regulation, rule or directive, the Executive shall have the opportunity to earn annual bonus compensation in such manner as may be determined by, and based on performance measures established by, the Board of Directors upon the recommendation of the Compensation Committee of the Board of Directors (the “ Committee ”) consistent with the Bank’s strategic planning process, pursuant to any incentive compensation program as may be adopted from time to time by the Board of Directors (an “ Annual Bonus ”). Any Annual Bonus earned shall be payable in cash or cash equivalents by March 15 ^th of the calendar year following the calendar year in which the bonus is earned in accordance with the Bank’s normal practices for the payment of short-term incentives. To be entitled to any payment of bonus compensation from the Employer pursuant to Section 3.2 , the Executive must be employed by the Employer on the last day of the applicable performance period and must continue to be employed until the date that such payment is made.

3.3          Signing Bonus . Within thirty (30) days following the Effective Date, the Employer shall pay the Executive a signing bonus in a lump sum payment in cash or cash equivalents in the amount of Two Hundred Fifty Thousand Dollars ($250,000).

3.4          Retention Bonus . The Employer shall pay the Executive a retention bonus in the amount of Two Hundred Fifty Thousand Dollars ($250,000), provided the Executive has either (a) remained in the continuous employ of the Employer from the Effective Date through and until the first anniversary of the Effective Date, or (b) has experienced an involuntary Termination of Employment without Cause or effects a Termination of Employment by resigning for Good Reason, in either case, prior to the first anniversary of the Effective Date. In the event the retention bonus becomes payable, it will be paid in a lump sum payment in cash or cash equivalents within thirty (30) days following the earlier of (1) the first anniversary of the Effective Date, or (2) the effective date of the Termination of Employment, as applicable.

3.5          Equity Award . On or as soon as practicable after the Effective Date, the Company will grant to the Executive a restricted stock award for a number of shares of Company common stock equal to the result of dividing One Million (1,000,000) by the per share closing price of the Company’s common stock for the Effective Date. The restricted stock award will become vested and exercisable in one-fifth ( ¹ / ₅ ) annual increments, commencing on the first anniversary of the Effective Date and continuing for the next four (4) successive anniversaries until the award is fully vested and exercisable; provided, however, that the restricted stock award will become fully vested on an accelerated basis in the event the Executive experiences an involuntary Termination of Employment without Cause or effects a Termination of Employment by resigning for Good Reason prior to the second anniversary of the Effective Date.

3.6          Life Insurance . The Employer shall provide the Executive with term life insurance coverage on the Executive’s life in an amount equal to no less than Five Hundred Thousand Dollars ($500,000).

3.7          Business and Professional Education Expenses; Memberships . In accordance with the reimbursement policies from time to time adopted by the Board of Directors and consistent with the annual budget approved for the period during which an expense was incurred, the Employer specifically agrees to reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in the performance of the Executive’s duties hereunder; provided, however, that the Executive shall, as a condition of any such reimbursement, submit verification of the nature and amount of such expenses in accordance with such reimbursement policies and in sufficient detail to comply with rules and regulations promulgated by the United States Treasury Department. Notwithstanding anything to the contrary in the foregoing, the Employer acknowledges and agrees that reasonable and necessary business expenses for purposes of this Section 3.7 shall include reimbursement for the cost of the annual dues for membership in a single country club of which the Executive is a member as of the Effective Date and the use of an automobile of a make and model determined by the Employer. The Employer shall pay the expenses associated with the operation, maintenance, repair and insurance for the automobile. The Executive shall be responsible for maintaining adequate records of the Executive’s personal use of the automobile and for timely providing the Employer with such records on an annual basis. In the event of any failure to do so, the Employer shall report the entire value of the use of the automobile and related reimbursements as taxable income to the Executive. Except as otherwise provided in this Section 3.7 , the Executive acknowledges that the Employer makes no representation with respect to the taxability or non-taxability of the benefits provided under this Section 3.7 .

3.8          Paid Leave . The Executive shall be entitled to paid leave of no less than twenty-four (24) days per calendar year, subject to proration and exclusive of paid leave for holidays and sickness, with such paid leave to be taken in accordance with the Bank’s policy for paid leave as may be in effect from time to time. All use of Executive’s paid leave shall be determined in accordance with the Bank’s paid leave policy as in effect from time to time.

3.9          Benefits . In addition to the benefits specifically described in this Agreement, the Executive shall be entitled to such benefits as may be available from time to time to similarly situated employees of the Employer. All such benefits shall be awarded and administered in accordance with the Employer’s standard policies and practices.

3.10        Withholding . The Employer may deduct from each payment of compensation hereunder all amounts required to be deducted and withheld in accordance with applicable federal and state income, FICA and other withholding requirements. The Executive further acknowledges and agrees that the Employer’s provision of certain in-kind benefits and reimbursements of expenses will result in income or imputed income for income tax purposes in accordance with applicable tax laws and that such income or imputed income also may be subject to tax withholding obligations that may be satisfied by deductions made from other compensation otherwise payable to the Executive by the Employer.

3.11        Apportionment of Obligations of Employer . The obligations for the payment of the amounts otherwise payable pursuant to this Section 3 shall be apportioned between the Company and the Bank as they may agree from time to time in their sole discretion. The satisfaction of the obligations in this Section 3 and Section 4 shall be subject to any approvals or non-objections from, and any conditions or restrictions imposed by, any regulator of the Employer.

3.12        Reimbursement of Expenses; In-Kind Benefits . All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the Term to be eligible for reimbursement. All in-kind benefits described in this Section 3 must be provided by the Employer during the Term. The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.

3.13        Clawback of Incentive Compensation . The Executive agrees to repay any incentive compensation previously paid or otherwise made available to the Executive under this Agreement that is subject to recovery under any applicable law (including any rule of any exchange or service through which the securities of the Employer are then traded), including, but not limited to, the following circumstances:

(a)          where such compensation was in excess of what should have been paid or made available because the determination of the amount due was based, in whole or in part, on materially inaccurate financial information of the Employer;

(b)          where such compensation constitutes “excessive compensation” within the meaning of 12 C.F.R. Part 30, Appendix A;

(c)          where the Executive has committed, is substantially responsible for, or has violated, the respective acts, omissions, conditions, or offenses outlined under 12 C.F.R. Section 359.4(a)(4); and

(d)          if the Employer becomes, and for so long as the Employer remains, subject to the provisions of 12 U.S.C. Section 1831o(f), where such compensation exceeds the restrictions imposed on the senior executive officers of such an entity.

The Executive agrees to return promptly any such compensation identified by the Employer by written notice provided pursuant to Section 12 . If the Executive fails to return such compensation promptly, the Executive agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Executive by the Employer. If the Executive is then employed by the Employer, the Executive acknowledges that the Employer may take appropriate disciplinary action (up to, and including, Termination of Employment) if the Executive fails to return such compensation. The Executive acknowledges the Employer’s rights to engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 3.13 . The provisions of this Section 3.13 shall be modified to the extent, and remain in effect for the period, required by applicable law.

4.            Termination; Suspension or Reduction of Benefits .

4.1          Termination of Employment . During the Term, the Executive’s Termination of Employment under this Agreement may only occur as follows:

(a)          By the Employer by notice in writing:

(1)         for Cause; provided that the Employer shall give the Executive any prior written notice required by Section 24(g) ;

(2)         without Cause (other than pursuant to Section 4.1(a)(3) below) at any time, provided that the Employer shall give the Executive thirty (30) days prior written notice of its intent; or

(3)         in the event that a regulator for the Employer requires the Executive’s removal from service in one or more of the positions described in Section 1.1.

Any Termination of Employment effected by the Employer pursuant to Section 4.1(a)(1) or (2) shall be made only upon a decision to that effect by (i) the Executive’s counterpart also serving as Co-Chief Executive Officer and Co-President of the Company and (ii) Michael E. Daniels; provided that such action shall not be given effect unless and until the non-employee members of the Executive Committee of the Board of Directors of the Company have been provided with prior written notice of such decision and with the opportunity to reverse that decision by an absolute majority vote of the non-employee members of the Executive Committee of the Board of Directors.

(b)          By the Executive:

(1)         for any reason (other than pursuant to Section 4.1(b)(2) ), provided that the Executive shall give the Employer thirty (30) days’ prior written notice of the Executive’s intent to effect such a Termination of Employment; or

(2)         for Good Reason, provided that the Executive shall give the Employer the prior written notice described in Section 24(o) .

(c)          Upon the Executive becoming subject to a Disability.

(d)          At any time upon mutual, written agreement of the parties.

(e)          Upon expiration, including non-renewal, of the Term.

(f)          Notwithstanding anything in this Agreement to the contrary, the Term shall end automatically upon the Executive’s death.

4.2          Severance . If, prior to the expiration of the Term, the Executive experiences a Termination of Employment due to one of the following events: (a) an involuntary termination by the Employer without Cause pursuant to Section 4.1(a)(2) ; (b) a resignation by the Executive for Good Reason pursuant to Section 4.1(b)(2) ; (c) death pursuant to Section 4.1(f) ; or (d) Disability pursuant to Section 4.1(c) , then, upon such Termination of Employment, the Employer will pay severance to the Executive in an amount equal to Two Million Dollars ($2,000,000), with such amount payable in a lump sum on a date determined by the Employer but in no event later than sixty (60) days following the effective date of the Executive’s Termination of Employment.

4.3          Parachute Payments . In the event shall any payment or other consideration described in this Agreement exceeds the amount permitted by Code Section 280G, the Employer shall be under no obligation to mitigate the tax consequences to the Executive associated with such an event. The Executive acknowledges and agrees that any such tax consequences are the Executive’s sole responsibility.

4.4          Effect of Termination of Employment .

(a)          Upon Executive’s Termination of Employment hereunder for any reason, the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for (1) the payment of any amount earned and owing under this Agreement; (2) the reimbursement of any expenses under Section 3.7 ; and (3) the payment set forth in Section 4.2 , if applicable.

(b)          Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment pursuant to Section 4.2(a) or Section 4.2(b) , the Executive must execute and not timely revoke during any revocation period provided therein, a release in the form provided by the Employer. The Employer shall provide the release to the Executive in sufficient time so that if the Executive timely executes and returns the release, the revocation period will expire no later than sixty (60) days following the effective date of the Termination of Employment.

(c)          Notwithstanding any provision in the Agreement to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Code Section 409A, any payments that are otherwise payable to the Executive within the first six (6) months following the effective date of Termination of Employment, shall be suspended and paid as soon as practicable following the end of the six-month period following such effective date if, immediately prior to the Executive’s Termination of Employment, the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) of the Employer (or any related “service recipient” within the meaning of Code Section 409A and the regulations thereunder). Any payments suspended by operation of the foregoing sentence shall be paid as a lump sum within thirty (30) days following the end of such six-month period.

(d)          If the Executive is a member of the board of directors of either the Company or any Affiliate of the Company and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1 , the Executive shall immediately resign from the Executive’s position(s) on such board(s) of directors, effective no later than the effective date of the Termination of Employment.

(e)          Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision herein in contravention of the requirements of Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. Section 1828(k)).

4.5          Regulatory Action .

(a)          If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 3.1 on the effective date of said order, and reimbursement under Section 3.7 of expenses incurred as of the effective date of termination.

(b)          If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(3) and (g)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall reinstate any of its obligations which were suspended to the extent permitted by applicable law.

(c)          If the Employer is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.

(d)          If the Federal Deposit Insurance Corporation (“ FDIC ”) is appointed receiver or conservator under Section 11(c) of the FDIA (12 U.S.C. Section 1821(c)) of the Employer or any depository institution controlled by the Employer, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such receivership or conservatorship, other than any rights of the Executive that vested prior to such appointment. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.

(e)          If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. Section 1823(c)) to the Company or any depository institution controlled by the Company, but excluding any such assistance provided to the industry generally, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such assistance, other than any rights of the Executive that vested prior to the FDIC action. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.

(f)          If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. Sections 1823(f) and (k)) by the Company or any depository institution controlled by the Company, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.

(g)          Notwithstanding the timing for the payment of any severance amount described in Section 4.2 , no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Employer pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent.

(h)          All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.

5.            Employer Information .

5.1          Ownership of Employer Information . All Employer Information received or developed by the Executive or by the Employer while the Executive is employed by the Employer will remain the sole and exclusive property of the Employer.

5.2          Obligations of the Executive . The Executive agrees:

(a)          to hold Employer Information in strictest confidence;

(b)          not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Employer Information or any physical embodiments of Employer Information to any unauthorized recipient; and

(c)          in any event, not to take any action causing, or fail to take any action necessary in order to prevent, any Employer Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret;

provided, however, that none of the foregoing obligations shall preclude the Executive from making any disclosures of Employer Information required by law. In the event that the Executive is required by law to disclose any Employer Information, the Executive will not make such disclosure unless (and then only to the extent that) the Executive has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Employer when the Executive becomes aware that such disclosure has been requested and is required by law. This Section 5 shall survive for a period of twelve (12) months following termination of this Agreement for any reason with respect to Confidential Information, and shall survive termination of this Agreement for any reason for so long as is permitted by applicable law with respect to Trade Secrets.

5.3          Delivery upon Request or Termination . Upon request by the Employer, and in any event upon the Executive’s Termination of Employment with the Employer, the Executive will promptly deliver to the Employer all property belonging to the Employer and their Affiliates, including, without limitation, all Employer Information then in the Executive’s possession or control.

6.            Non-Competition . The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Executive provided for the Employer. The Executive acknowledges and agrees that the Business of the Employer is conducted in the Area.

7.            Non-Solicitation of Customers . The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer) on the Executive’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Employer’s customers with whom the Executive has or had Material Contact for purposes of providing products or services that are competitive with those provided by the Employer in connection with the Business of the Employer.

8.            Non-Solicitation of Employees . The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer) on the Executive’s own behalf or in the service or on behalf of others, solicit or recruit or attempt to solicit or recruit any employee of the Employer with whom the Executive had material contact during the last two (2) years of the Executive’s employment, whether or not such employee is a full-time employee or a temporary employee of the Employer, such employment is pursuant to written agreement, for a determined period, or at will.

9.            Remedies . The Executive agrees that the covenants contained in Sections 5 through 8 of this Agreement are of the essence of this Agreement, that each of the covenants is reasonable and necessary to protect the business, interests and properties of the Employer and their Affiliates, and that irreparable loss and damage will be suffered by the Employer should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Employer shall be entitled to seek a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants. Furthermore, in addition to any other remedies, the Executive agrees that any willful violation of the covenants in Sections 5 through 8 that results in material harm to the Employer will result in the immediate forfeiture of any payment that otherwise is or may become due under Section 4.2 . The Employer and the Executive agree that all remedies available to the Employer shall be cumulative.

10.          Severability . The parties agree that each of the provisions included in this Agreement is separate, distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with, and valid and enforceable under, the law or public policy.

11.          No Set-Off by the Executive . The existence of any claim, demand, action or cause of action by the Executive against the Employer whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of any of its rights hereunder.

12.          Notice . All notices, requests, waivers and other communications required or permitted hereunder shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. All such notices, requests, waivers and other communications shall be deemed to have been effectively given: (a) when personally delivered to the party to be notified; (b) when sent by confirmed facsimile to the party to be notified; (c) five (5) business days after deposit in the United States Mail postage prepaid by certified or registered mail with return receipt requested at any time other than during a general discontinuance of postal service due to strike, lockout, or otherwise (in which case such notice, request, waiver or other communication shall be effectively given upon receipt) and addressed to the party to be notified as set forth above; or (d) two (2) business days after deposit with a reputable overnight delivery service, postage prepaid, addressed to the party to be notified as set forth above with next-business-day delivery guaranteed. A party may change its or her notice address given above by giving the other party ten (10) days’ written notice of the new address in the manner set forth above.

13.          Assignment . The rights and obligations of the Employer under this Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the Employer, including without limitation, a purchaser of all or substantially all the assets of the Employer. If the Agreement is assigned pursuant to the foregoing sentence, the assignment shall be by novation and the Employer shall have no further liability hereunder, and the successor or assign, as applicable, shall become the “Employer” hereunder, but the Executive will not be deemed to have experienced a Termination of Employment by virtue of such assignment. The Agreement is a personal contract and the rights and interest of the Executive may not be assigned by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

14.          Waiver . A waiver by one party to this Agreement of any breach of this Agreement by any other party to this Agreement shall not be effective unless in writing, and no waiver shall operate or be construed as a waiver of the same or another breach on a subsequent occasion.

15.          Mediation . Except with respect to Sections 5 through 9 above, and as provided in Section 16 hereof, if any dispute arises out of or relates to this Agreement, or a breach thereof, and if the dispute can not be settled through direct discussions between the parties, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to any other process for resolving the dispute.

16.          Applicable Law and Choice of Forum . This Agreement shall be construed and enforced under and in accordance with the laws of the State of Wisconsin. The parties agree that any appropriate state court located in Brown County, Wisconsin or federal court for the Eastern District of Wisconsin shall have jurisdiction of any case or controversy arising under or in connection with this Agreement shall be a proper forum in which to adjudicate such case or controversy. The parties consent and waive any objection to the jurisdiction or venue of such courts.

17.          Interpretation . Words importing any gender include all genders. Words importing the singular form shall include the plural and vice versa. The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Agreement. Any captions, titles or headings preceding the text of any article, section or subsection herein are solely for convenience of reference and shall not constitute part of this Agreement or affect its meaning, construction or effect.

18.          Entire Agreement . This Agreement embodies the entire and final agreement of the parties on the subject matter stated in this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Employer or the Executive unless made in writing and signed by all parties. All prior understandings and agreements relating to the subject matter of this Agreement, including, but not limited to, the Amended and Restated Employment Agreement by and between the Executive and Baylake Bank, dated December 1, 2010 and the Change of Control Agreement by and between the Executive and Baylake Bank, dated July 31, 2015, are hereby expressly terminated without any obligations owing to the Executive on account of the termination of those agreements.

19.          Rights of Third Parties . Nothing herein expressed is intended to or shall be construed to confer upon or give to any person, firm or other entity, other than the parties hereto and their permitted assigns, any rights or remedies under or by reason of this Agreement.

20.          Costs of Enforcement . In the event of a dispute related to a breach of the Agreement results in a legal action initiated by either party to enforce its rights thereunder, the successful or prevailing party or parties in such action shall be entitled to recover reasonable attorneys’ fees, court costs and all expenses, incurred in that action, in addition to any other relief to which such party or parties may be entitled. The non-prevailing party shall pay such costs and expenses to the prevailing party within sixty (60) days after a final determination (excluding any appeals) is made with respect to the litigation.

21.          Survival . The obligations of the parties pursuant to Sections 3.13, 4.2, 5 through 9, 15, 16, 17, and 22 , as applicable, shall survive the Executive’s Termination of Employment hereunder for the period designated under each of those respective sections.

22.          Representation Regarding Restrictive Covenants . The Executive represents that the Executive is not and, during the Term, will not become a party to any non-competition or non-solicitation agreement or any other agreement which would prohibit the Executive from entering into this Agreement or providing the services for the Employer contemplated by this Agreement on or after the Effective Date. In the event the Executive is subject to any such agreement, this Agreement shall be rendered null and void and the Employer shall have no obligations to the Executive under this Agreement.

23.          Section 409A . It is the intent of the parties that any payment to which the Executive is entitled under this Agreement be exempt from Section 409A of the Code to the maximum extent permitted under Section 409A of the Code. However, to the extent any such amounts are considered to be “nonqualified deferred compensation” subject to Section 409A of the Code, such amounts shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Neither the Executive nor the Employer shall intentionally take any action to accelerate or delay the payment of any amounts in any manner which would not be in compliance with Section 409A of the Code without the consent of the other party. For purposes of this Agreement, all rights to payments shall be treated as rights to receive a series of separate payments to the fullest extent allowed by Section 409A of the Code. It is also intended that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations Section 1.409A-1(b)(4) (regarding short-term deferrals), Section 1.409A-1(b)(9)(iii) (regarding the severance pay exception) and Section 1.409A-1(b)(9)(iv) (regarding reimbursements and other separation pay).

24.          Definitions . Whenever used in this Agreement, the following terms and their variant forms shall have the meanings set forth below:

(a)           “ Affiliate ” shall mean any entity which controls, is controlled by, or is under common control with another entity. For this purpose, “control” means ownership of more than fifty percent (50%) of the ordinary voting power of the outstanding equity securities of an entity.

(b)           “ Agreement ” shall mean this Agreement and any exhibits incorporated herein together with any amendments hereto made in the manner described in this Agreement.

(c)           “ Area ” shall mean the geographic areas encompassed by a fifty (50) mile radius from each of the Bank’s main business offices in the cities of Green Bay, Appleton, Wausau and Sturgeon Bay, Wisconsin. It is the express intent of the parties that the Area as defined herein is the area where the Executive performs services on behalf of the Employer under this Agreement.

(d)           “ Bank ” means Nicolet National Bank, a national bank, or any successor thereto.

(e)           “ Board of Directors ” shall mean the board of directors of the Company and/or of the Bank, as the context requires and, where appropriate, includes any committee thereof or other designee.

(f)           “ Business of the Employer ” shall mean the business conducted by the Employer, which is the business of commercial and consumer banking and the provision of wealth management products and services.

(g)           “ Cause ” shall mean any one of the following events:

(1)          willful refusal by the Executive to follow a lawful direction of the Board of Directors provided the direction is not materially inconsistent with the duties or responsibilities of the Executive’s job position, which refusal continues after the Board of Directors has again given the direction in writing;

(2)          willful disclosure by the Executive to an unauthorized person of Confidential Information or Trade Secrets, which causes material harm to the Employer or an Affiliate; provided, however, that disclosure of Confidential Information in connection with any legal process or in connection with any regulatory examination or review shall not constitute Cause;

(3)          any act by the Executive of fraud against, material misappropriation from, or material dishonesty to either the Employer or an Affiliate;

(4)          a material breach of this Agreement by the Executive, including, but not limited to Section 3.13 and Sections 5 through 8 ;

(5)          willful conduct by the Executive that is illegal or gross misconduct or a willful and continual failure over a period exceeding thirty (30) days to perform substantially the Executive’s duties under this Agreement (in the latter case, other than due to Disability), in either case, only if such conduct presents materially and demonstrably injurious harm to the Employer or any Affiliate;

(6)          conviction of the Executive of a felony or any crime involving breach of trust or moral turpitude;

(7)          receipt of any form of written notice that any regulatory agency having jurisdiction over the Employer intends to institute any form of formal regulatory action against the Executive, which the Employer reasonably anticipates will result in material and demonstrably injurious harm to the Employer or any Affiliate; or

(8)          Executive’s removal and/or permanent prohibition from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(4) and (g)(1));

provided, however, that in the case of circumstances described in Clauses (2) through (5), the nature of such circumstances shall be set forth with reasonable particularity in a written notice to the Executive. The Executive shall have fifteen (15) business days following delivery of such notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the Board of Directors, susceptible to a cure.

(h)           “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(i)            “ Competing Business ” shall mean any entity (other than the Employer and their Affiliates) that is conducting business that is the same or substantially the same as the Business of the Employer.

(j)            “ Confidential Information ” means data and information relating to the business of the Employer and their Affiliates (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Executive or of which the Executive became aware as a consequence of or through the Executive’s relationship to the Employer and their Affiliates and which has value to the Employer and their Affiliates and is not generally known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Employer or their Affiliates, provided that such public disclosure shall not be deemed to be voluntary when made without authorization by the Executive or any other employee of Employer, or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

(k)           “ Determination Date ” means (1) during the Executive’s employment, the date for which compliance is being determined, and (2) following Executive’s Termination of Employment, the date of Executive’s Termination of Employment.

(l   )         “ Disability ” shall mean that the Executive suffers from a physical or mental disability or infirmity that qualifies the Executive for disability benefits under any accident and health plan maintained by the Employer that provides income replacement benefits due to disability or, if the Employer does not maintain such a plan, the Executive’s inability to perform the essential functions of the Executive’s job for a period of ninety (90) or more days, with or without reasonable accommodation, as a result of a physical or mental disability or infirmity, as reasonably determined by the Employer.

(m)           “ Effective Date ” means the effective date of the Merger Transaction.

(n)           “ Employer Information ” means Confidential Information and Trade Secrets.

(o)           “ Good Reason ” shall mean any of the following which occurs on or after the Effective Date:

(1)          a material reduction of the Executive’s Annual Base Salary from its then current rate without the Executive’s consent, other than a reduction that also is applied to substantially all other executive officers of the Employer if Executive’s reduction is substantially proportionate to, or no greater than, the reduction applied to substantially all other executive officers;

(2)          a material diminution in the authority, responsibilities or duties of the Executive as in effect immediately after the Effective Date, without the Executive’s consent, other than any diminution attributable to the sharing of duties and responsibilities with the Executive’s counterpart with whom the offices of Chief Executive Officer and Co-President are being shared;

(3)          a material breach of this Agreement by the Employer;

(4)          any requirement by the Employer that the Executive change where the Executive is to perform the duties required by this Agreement to a geographic location outside of the Area, other than business travel consistent with the Employer’s practices for similarly situated executives; or

(5)       a failure by the Employer to offer the Executive in writing no less than ninety (90) days prior to the expiration of the Term the opportunity to extend the Executive’s period of employment for a period of no less than an additional two (2) years under a written employment agreement providing the Executive with a comparable position, scope of duties, base salary and annual bonus opportunity and severance protection in the event of an involuntary termination of employment without cause equal to no less than two (2) times the Executive’s then base salary and target annual bonus opportunity;

provided, however, that in each case of the above, the Executive must provide written notice to the Employer of the occurrence of such action or failure within thirty (30) days after the action or failure first occurs, and the Executive shall only have Good Reason to terminate the Executive’s employment if the Employer fails to correct such action or failure within thirty (30) business days following receipt of such notice. If the Employer does so fail to correct such action or failure, the Executive must resign effective no later than fifteen (15) business days following expiration of the thirty (30)-day correction period.

(p)           “ Material Contact ” means the contact between the Executive and each customer: (1) with whom or which the Executive dealt on behalf of the Employer and/or one or more of their Affiliates in a business capacity or about whom or which the Executive obtained Confidential Information in the ordinary course of business as a result of such Executive’s association with the Employer and/or one or more of their Affiliates; and (2) who or which received products or services from the Employer and/or one or more of their Affiliates within two years prior to the Determination Date.

(q)           “ Term ” shall mean the period beginning with the Effective Date and ending on the last business day of the Employer immediately prior to the second anniversary of the Effective Date.

(r)           “ Termination of Employment ” shall mean a termination of the Executive’s employment where either: (1) the Executive has ceased to perform any services for the Employer and all affiliated companies that, together with the Employer, constitute the “service recipient” within the meaning of Code Section 409A and the regulations thereunder (collectively, the “ Service Recipient ”) or (2) the level of bona fide services the Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) is reasonably expected to permanently decrease (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of service if the Executive has been providing services to the Service Recipient for less than 36 months). For the avoidance of doubt, whether a Termination of Employment occurs will be made in accordance with Treasury Regulation Section 1.409A-1(b).

(s)           “ Trade Secrets ” means Employer or Affiliate information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which:

(1)          derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(2)          is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

[Signatures on Following Page]

IN WITNESS WHEREOF , the Employer and the Executive have executed and delivered this Agreement as of the date first shown above.

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) is made the 29 ^th day of April, 2016, to become effective as of the Effective Date (as hereinafter defined), by and between Nicolet Bankshares, Inc., a bank holding company organized under the laws of the State of Wisconsin (the “ Company ”), Nicolet National Bank, a national bank (the “ Bank ” and collectively with the Company, the “ Employer ”), and Michael E. Daniels, a resident of the State of Wisconsin (the “ Executive ”).

BACKGROUND:

The Bank and Executive are parties to that certain Revised and Restated Employment Agreement dated April 17, 2012 (the “ Prior Employment Agreement ”).

The Company is party to an Agreement and Plan of Merger, dated September 8, 2015, with Baylake Corp. the consummation of which will result in changes to the positions, authority and duties of the Executive with respect to the Employer.

The Bank and the Executive now desire to amend and restate the Prior Employment Agreement as hereinafter set forth: (i) to address the changes in the Executive’s positions, authority and duties, (ii) to update the Prior Employment Agreement in a number of respects, and (iii) to add the Company as a party to the amended and restated employment agreement.

The Employer and the Executive intend that this Agreement embodies the complete terms and conditions of the Executive’s employment with the Employer and supersedes all prior employment and similar agreements between the Executive and the Employer (and/or their Affiliates), as set forth more specifically below.

AGREEMENT:

In consideration of the above premises and the mutual agreements hereinafter set forth, effective as of the Effective Date, the parties hereby agree as follows:

1.           Duties .

1.1        Positions . The Executive shall be employed as Executive Vice President and Secretary of the Company and as President and Chief Executive Officer of the Bank, subject to the direction of the Board of Directors, shall perform and discharge faithfully those duties in connection with the conduct of the Business of the Employer for which the Executive is responsible, subject to any specific allocation of duties as may be provided for by the Board of Directors. The duties and responsibilities assumed by, or assigned to, the Executive shall be commensurate with the duties and responsibilities associated with similar positions at other holding companies and community banks of a similar size to the Employer.

1.2        Full-Time Status . In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 1.1 hereof, the Executive shall:  

(a)       subject to Section 1.3 , devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties;

(b)       diligently follow and implement all reasonable and lawful management policies and decisions communicated to the Executive by the Board of Directors; and

(c)       timely prepare and forward to the Board of Directors all reports and accountings as reasonably may be requested of the Executive.

1.3        Permitted Activities . The Executive shall devote substantially all of the Executive’s entire business time, attention and energies to the Business of the Employer, but as long as the following activities do not interfere with the Executive’s obligations to the Employer, this shall not be construed as preventing the Executive from:

(a)       investing the Executive’s personal assets in any manner which will not require any services on the part of the Executive in the operation or affairs of the entity and in which the Executive’s participation is solely that of an investor; provided that such investment activity following the Effective Date shall not result in the Executive owning beneficially at any time one percent (1%) or more of the equity securities of any Competing Business; or

(b)       participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books, teaching or serving on the board of directors of an entity so long as any such participation does not interfere with the ability of the Executive to effectively discharge the Executive’s duties hereunder; provided further, that the Board of Directors may direct the Executive in writing to resign from any such organization and/or cease such activities should the Board of Directors reasonably conclude that continued membership and/or activities of the type identified would not be in the best interests of the Employer.

2.           Term . This Agreement shall remain in effect for the Term. While this Agreement remains in effect, it shall automatically renew each day after the date of this Agreement so that the Term remains a three-year term from day-to-day hereafter unless the Employer or the Executive gives written notice to the other of its or his intent that the automatic renewals shall cease. In the event such notice of non-renewal is properly given, this Agreement and the Term shall expire on the third anniversary of the thirtieth (30 ^th ) day following the date such written notice is received. In the event the Executive continues to provide services to the Employer as an employee following the expiration of the Term, but without entering into a new written employment agreement, such post-expiration of the Term employment shall be deemed to be performed on an “at-will” basis and either party may thereafter terminate such employment with or without notice and for any or no reason and without any obligations determined by reference to this Agreement.

3.           Compensation . The Employer shall pay or otherwise provide the Executive the following during the Term, except as otherwise provided below:

3.1        Annual Base Salary . The Executive shall be paid a base salary at the annual base rate of Three Hundred Sixty Thousand and No/100 Dollars ($360,000) (the “ Annual Base Salary ”). The Executive’s Annual Base Salary shall be reviewed by the Board of Directors annually for potential increases, as determined by the Board of Directors based on its evaluation of the Executive’s performance. The Executive’s Annual Base Salary shall be payable in accordance with the Bank’s normal payroll practices.

3.2        Annual Incentive Compensation . Unless otherwise prohibited by banking regulation, rule or directive, the Executive shall have the opportunity to earn annual bonus compensation in such manner as may be determined by, and based on performance measures established by, the Board of Directors upon the recommendation of the Compensation Committee of the Board of Directors (the “ Committee ”) consistent with the Bank’s strategic planning process, pursuant to any incentive compensation program as may be adopted from time to time by the Board of Directors (an “ Annual Bonus ”). Any Annual Bonus earned shall be payable in cash or cash equivalents by March 15 ^th of the calendar year following the calendar year in which the bonus is earned in accordance with the Bank’s normal practices for the payment of short-term incentives. To be entitled to any payment of bonus compensation from the Bank pursuant to Section 3.2 , the Executive must be employed by the Employer on the last day of the applicable performance period and must continue to be employed until the date that such payment is made.

3.3        Equity Award . The Executive shall be entitled to such equity incentive awards in the discretion of the Board of Directors of the Company (or any committee thereof) based upon and/or subject to any performance measures as may be established by the granting entity; provided, however, that, in general, the Company shall make awards at such times and subject to such terms and conditions that are no less favorable than awards granted to similarly situated executives.

3.4        Life Insurance . The Employer shall provide the Executive with term life insurance coverage on the Executive’s life with a death benefit of no less than One Million Five Hundred Thousand Dollars ($1,500,000), with such death benefit payable to such beneficiary or beneficiaries as the Executive may designate.

3.5        Business and Professional Education Expenses; Memberships . In accordance with the reimbursement policies from time to time adopted by the Board of Directors and consistent with the annual budget approved for the period during which an expense was incurred, the Employer specifically agrees to reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in the performance of the Executive’s duties hereunder; provided, however, that the Executive shall, as a condition of any such reimbursement, submit verification of the nature and amount of such expenses in accordance with such reimbursement policies and in sufficient detail to comply with rules and regulations promulgated by the United States Treasury Department. Notwithstanding anything to the contrary in the foregoing, the Employer acknowledges and agrees that reasonable and necessary business expenses for purposes of this Section 3.5 shall include reimbursement for the cost of the annual dues for membership in the country clubs in which the Executive is a member as of the Effective Date and the use of an automobile of a make and model determined by the Employer. The Employer shall pay the expenses associated with the operation, maintenance, repair and insurance for the automobile. The Executive shall be responsible for maintaining adequate records of the Executive’s personal use of the automobile and for timely providing the Employer with such records on an annual basis. In the event of any failure to do so, the Employer shall report the entire value of the use of the automobile and related reimbursements as taxable income to the Executive. Except as otherwise provided in this Section 3.5 , the Executive acknowledges that the Employer makes no representation with respect to the taxability or non-taxability of the benefits provided under this Section 3.5 .

3.6        Paid Leave . The Executive shall be entitled to paid leave of no less than twenty-four (24) days per calendar year, subject to proration and exclusive of paid leave for holidays and sickness, with such paid leave to be taken in accordance with the Bank’s policy for paid leave as may be in effect from time to time. All use of Executive’s paid leave shall be determined in accordance with the Bank’s paid leave policy as in effect from time to time.

3.7        Benefits . In addition to the benefits specifically described in this Agreement, the Executive shall be entitled to such benefits as may be available from time to time to similarly situated employees of the Employer. All such benefits shall be awarded and administered in accordance with the Employer’s standard policies and practices.

3.8        Withholding . The Employer may deduct from each payment of compensation hereunder all amounts required to be deducted and withheld in accordance with applicable federal and state income, FICA and other withholding requirements. The Executive further acknowledges and agrees that the Employer’s provision of certain in-kind benefits and reimbursements of expenses will result in income or imputed income for income tax purposes in accordance with applicable tax laws and that such income or imputed income also may be subject to tax withholding obligations that may be satisfied by deductions made from other compensation otherwise payable to the Executive by the Employer.

3.9        Apportionment of Obligations . The obligations for the payment of the amounts otherwise payable pursuant to this Section 3 shall be apportioned between the Company and the Bank as they may agree from time to time in their sole discretion. The satisfaction of the obligations in this Section 3 and Section 4 shall be subject to any approvals or non-objections from, and any conditions or restrictions imposed by, any regulator of the Employer.

3.10      Reimbursement of Expenses; In-Kind Benefits . All expenses eligible for reimbursements described in this Agreement must be incurred by the Executive during the Term to be eligible for reimbursement. All in-kind benefits described in this Section 3 must be provided by the Employer during the Term. The amount of reimbursable expenses incurred, and the amount of in-kind benefits provided, in one taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of the calendar year following the calendar year in which the expense was incurred. Neither rights to reimbursement nor in-kind benefits are subject to liquidation or exchanges for other benefits.

3.11        Clawback of Incentive Compensation . The Executive agrees to repay any incentive compensation previously paid or otherwise made available to the Executive under this Agreement that is subject to recovery under any applicable law (including any rule of any exchange or service through which the securities of the Employer are then traded), including, but not limited to, the following circumstances:

(a)       where such compensation was in excess of what should have been paid or made available because the determination of the amount due was based, in whole or in part, on materially inaccurate financial information of the Employer;

(b)       where such compensation constitutes “excessive compensation” within the meaning of 12 C.F.R. Part 30, Appendix A;

(c)       where the Executive has committed, is substantially responsible for, or has violated, the respective acts, omissions, conditions, or offenses outlined under 12 C.F.R. Section 359.4(a)(4); and

(d)       if the Employer becomes, and for so long as the Employer remains, subject to the provisions of 12 U.S.C. Section 1831o(f), where such compensation exceeds the restrictions imposed on the senior executive officers of such an entity.

The Executive agrees to return promptly any such compensation identified by the Employer by written notice provided pursuant to Section 12 . If the Executive fails to return such compensation promptly, the Executive agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Executive by the Employer. If the Executive is then employed by the Employer, the Executive acknowledges that the Employer may take appropriate disciplinary action (up to, and including, Termination of Employment) if the Executive fails to return such compensation. The Executive acknowledges the Employer’s rights to engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 3.11 . The provisions of this Section 3.11 shall be modified to the extent, and remain in effect for the period, required by applicable law.

4.            Termination; Suspension or Reduction of Benefits .

4.1          Termination of Employment . During the Term, the Executive’s Termination of Employment under this Agreement may only occur as follows:

(a)         By the Employer by notice in writing:

(1)           for Cause; provided that the Employer shall give the Executive any prior written notice required by Section 24(g) ;

(2)           without Cause (other than pursuant to Section 4.1(a)(3) below) at any time, provided that the Employer shall give the Executive thirty (30) days prior written notice of its intent; or

(3)           in the event that a regulator for the Employer requires the Executive’s removal from service in one or more of the positions described in Section 1.1 .

(b)         By the Executive:

(1)           for any reason (other than pursuant to Section 4.1(b)(2) ), provided that the Executive shall give the Employer thirty (30) days’ prior written notice of the Executive’s intent to effect such a Termination of Employment; or

(2)           for Good Reason, provided that the Executive shall give the Employer the prior written notice described in Section 24(q) .

(c)         Upon the Executive becoming subject to a Disability; provided however, that if this Section 4.1(c) is invoked by the Employer, the Employer shall provide the Executive with at least sixty (60) days’ prior written notice of the effective date of the Termination of Employment.

(d)         At any time upon mutual, written agreement of the parties.

(e)         Upon expiration, including non-renewal, of the Term.

(f)         Notwithstanding anything in this Agreement to the contrary, the Term shall end automatically upon the Executive’s death.

4.2          Severance . If, during the Term but prior to, or more than six (6) months following, a Change of Control, the Executive experiences an involuntary Termination of Employment by the Employer without Cause pursuant to Section 4.1(a)(2) or a Termination of Employment due to a resignation by the Executive for Good Reason pursuant to Section 4.1(b)(2) , the Executive shall receive as liquidated damages, in lieu of all other claims and payments under this Agreement, severance in the form of the continuation of Annual Base Salary, at the rate of Annual Base Salary in effect as of the effective date of the Termination of Employment, for a period of twelve (12) months. Any severance payable pursuant to this Section 4.2 shall be paid in substantially equal increments in cash or cash equivalents in accordance with the Bank’s regular payroll practices, but no less frequently than monthly, commencing with the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment.

4.3          Change of Control . If, within six (6) months following a Change of Control, the Executive experiences an involuntary Termination of Employment by the Employer without Cause pursuant to Section 4.1(a)(2) or a Termination of Employment due to a resignation by the Executive for Good Reason pursuant to Section 4.1(b)(2) , the Executive shall receive, as liquidated damages, in lieu of all other claims and payments under this Agreement, the following:

(a)       if the Change of Control is an event described in Section 24(h)(1)(i) or (iii) , (1) severance as a lump sum payment equal to two (2) times the Annual Base Salary and target bonus opportunity as was in effect immediately prior to the Change of Control plus (2) reimbursement by the Employer for the Executive’s cost of such health coverage as was in effect immediately prior to the Change of Control for himself and covered dependents with such reimbursements to continue for the lesser of twelve (12) months or the health continuation coverage period for which the Executive is eligible as a result of the Termination of Employment.

(b)       if the Change of Control is an event described in Section 24(h)(1)(ii) or Section 24(h)(2) that is also not an event described in Section 24(h)(1)(i) or (iii) , (1) severance in the form of pay continuation, at the rate equal to two (2) times the Annual Base Salary and target bonus opportunity as was in effect immediately prior to the Change of Control, for a period of twelve (12) months plus (2) reimbursement by the Employer for the Executive’s cost of such health coverage as was in effect immediately prior to the Change of Control for himself and covered dependents with such reimbursements to continue for the lesser of twelve (12) months or the health continuation coverage period for which the Executive is eligible as a result of the Termination of Employment.

Any severance payable pursuant to Section 4.3(a)(1) shall be paid in a lump sum on the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment. Any severance payable pursuant to Section 4.3(a)(2) shall be paid in substantially equal increments in cash or cash equivalents in accordance with the Bank’s regular payroll practices, but no less frequently than monthly, commencing with the first payroll date that is more than sixty (60) days following the date of the Executive’s Termination of Employment.

4.4          Parachute Payments . In no event shall any payment or other consideration payable to the Executive by the Employer exceed the amount permitted by Code Section 280G. Therefore, if the aggregate present value (determined in accordance with the provisions of Code Section 280G) of both the amounts payable to the Executive under this Agreement and all other amounts payable to the Executive by the Employer in the nature of compensation (the “ Aggregate Payments ”) would result in a “parachute payment,” as defined under Code Section 280G, then the Aggregate Payments shall not be greater than an amount equal to 2.99 multiplied by the Executive’s “base amount” for the “base period”, as those terms are defined under Code Section 280G. In the event the Aggregate Payments are required to be reduced pursuant to this Section, the Aggregate Payments will be reduced by category in the following order: (a) cancellation of accelerated vesting of equity awards; (b) reduction or elimination of cash severance benefits that are subject to Code Section 409A; (c) reduction or elimination of cash severance benefits that are not subject to Code Section 409A; (d) reduction or elimination of any remaining portion of the Aggregate Payments that are subject to Code Section 409A; and (e) reduction or elimination of any remaining portion of the Aggregate Payments that are not subject to Code Section 409A. In the event that acceleration of vesting of equity award compensation is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards. Within each other category, cash payments and payments with respect to any equity award will be reduced pro rata based on the portion of cash or other payment with respect to the Aggregate Payments, in each case beginning with payments that would otherwise be made last in time; provided that in no event shall the cash portion of the Aggregate Payments be less than the amount of federal and state income tax withholding owed by the Executive with respect to the Aggregate Payments.

4.5          Effect of Termination of Employment .

(a)       Upon Executive’s Termination of Employment hereunder for any reason, the Employer shall have no further obligations to the Executive or the Executive’s estate with respect to this Agreement, except for (1) the payment of any amount earned and owing under this Agreement; (2) the reimbursement of any expenses under Section 3.5 ; and (3) any payment set forth in Section 4.2 or Section 4.3 , if applicable.

(b)       Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Employer’s payment of any amount in connection with the Executive’s Termination of Employment pursuant to Section 4.2 or Section 4.3 , the Executive must execute and not timely revoke during any revocation period provided therein, a release in the form provided by the Employer. The Employer shall provide the release to the Executive in sufficient time so that if the Executive timely executes and returns the release, the revocation period will expire no later than sixty (60) days following the effective date of the Termination of Employment.

(c)       Notwithstanding any provision in the Agreement to the contrary, to the extent necessary to avoid the imposition of tax on the Executive under Code Section 409A, any payments that are otherwise payable to the Executive within the first six (6) months following the effective date of Termination of Employment, shall be suspended and paid as soon as practicable following the end of the six-month period following such effective date if, immediately prior to the Executive’s Termination of Employment, the Executive is determined to be a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) of the Employer (or any related “service recipient” within the meaning of Code Section 409A and the regulations thereunder). Any payments suspended by operation of the foregoing sentence shall be paid as a lump sum within thirty (30) days following the end of such six-month period.

(d)       If the Executive is a member of the board of directors of either the Company or any Affiliate of the Company and the Executive’s employment is terminated by the Employer or by the Executive pursuant to Section 4.1 , the Executive shall immediately resign from the Executive’s position(s) on such board(s) of directors, effective no later than the effective date of the Termination of Employment.

(e)       Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to Section 4 or any other provision herein in contravention of the requirements of Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. Section 1828(k)).

4.6          Regulatory Action .

(a)       If the Executive is removed and/or permanently prohibited from participating in the conduct of the Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(4) and (g)(1)), all obligations of the Employer under this Agreement shall terminate, as of the effective date of such order, except for the payment of Annual Base Salary due and owing under Section 3.1 on the effective date of said order, and reimbursement under Section 3.5 of expenses incurred as of the effective date of termination.

(b)       If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. Sections 1818(e)(3) and (g)(1)), all obligations of the Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall reinstate any of its obligations which were suspended to the extent permitted by applicable law.

(c)       If the Employer is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.

(d)       If the Federal Deposit Insurance Corporation (“ FDIC ”) is appointed receiver or conservator under Section 11(c) of the FDIA (12 U.S.C. Section 1821(c)) of the Company or any depository institution controlled by the Company, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such receivership or conservatorship, other than any rights of the Executive that vested prior to such appointment. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.

(e)       If the FDIC provides open bank assistance under Section 13(c) of the FDIA (12 U.S.C. Section 1823(c)) to the Company or any depository institution controlled by the Company, but excluding any such assistance provided to the industry generally, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such assistance, other than any rights of the Executive that vested prior to the FDIC action. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.

(f)       If the FDIC requires a transaction under Section 13(f) or 13(k) of the FDIA (12 U.S.C. Sections 1823(f) and (k)) by the Employer or any depository institution controlled by the Employer, the Employer shall have the right to terminate all obligations of the Employer under this Agreement as of the date of such transaction, other than any rights of the Executive that vested prior to the transaction. To the extent the Employer is or encompasses a depository institution, any vested rights of the Executive may be subject to such modifications that are consistent with the authority of the FDIC.

(g)       Notwithstanding the timing for the payment of any severance amount described in Section 4.2 or Section 4.3 , no such payments shall be made or commence, as applicable, that require the concurrence or consent of the appropriate federal banking agency of the Employer pursuant to 12 C.F.R. Section 359 prior to the receipt of such concurrence or consent.

(h)       All obligations under this Agreement are further subject to such conditions, restrictions, limitations and forfeiture provisions as may separately apply pursuant to any applicable state banking laws.

5.            Employer Information .

5.1          Ownership of Employer Information . All Employer Information received or developed by the Executive or by the Employer while the Executive is employed by the Employer will remain the sole and exclusive property of the Employer.

5.2          Obligations of the Executive . The Executive agrees:

(a)       to hold Employer Information in strictest confidence;

(b)       not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Employer Information or any physical embodiments of Employer Information to any unauthorized recipient; and

(c)       in any event, not to take any action causing, or fail to take any action necessary in order to prevent, any Employer Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret;

provided, however, that none of the foregoing obligations shall preclude the Executive from making any disclosures of Employer Information required by law. In the event that the Executive is required by law to disclose any Employer Information, the Executive will not make such disclosure unless (and then only to the extent that) the Executive has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Employer when the Executive becomes aware that such disclosure has been requested and is required by law. This Section 5 shall survive for a period of twelve (12) months following termination of this Agreement for any reason with respect to Confidential Information, and shall survive termination of this Agreement for any reason for so long as is permitted by applicable law with respect to Trade Secrets.

5.3          Delivery upon Request or Termination . Upon request by the Employer, and in any event upon the Executive’s Termination of Employment with the Employer, the Executive will promptly deliver to the Employer all property belonging to the Employer and their Affiliates, including, without limitation, all Employer Information then in the Executive’s possession or control.

6.           Non-Competition . The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer), within the Area, either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, perform for any Competing Business any services which are the same as or essentially the same as the services the Executive provided for the Employer. The Executive acknowledges and agrees that the Business of the Employer is conducted in the Area.

7.           Non-Solicitation of Customers . The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer) on the Executive’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Employer’s customers with whom the Executive has or had Material Contact for purposes of providing products or services that are competitive with those provided by the Employer in connection with the Business of the Employer.

8.           Non-Solicitation of Employees . The Executive agrees that during the Executive’s employment by the Employer hereunder, and in the event of the Executive’s Termination of Employment, regardless of the reason, for a period of twenty-four (24) months thereafter, the Executive will not (except on behalf of or with the prior written consent of the Employer) on the Executive’s own behalf or in the service or on behalf of others, solicit or recruit or attempt to solicit or recruit any employee of the Employer with whom the Executive had material contact during the last two (2) years of the Executive’s employment, whether or not such employee is a full-time employee or a temporary employee of the Employer, such employment is pursuant to written agreement, for a determined period, or at will.

9.           Remedies . The Executive agrees that the covenants contained in Sections 5 through 8 of this Agreement are of the essence of this Agreement, that each of the covenants is reasonable and necessary to protect the business, interests and properties of the Employer and their Affiliates, and that irreparable loss and damage will be suffered by the Employer should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Employer shall be entitled to seek a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants. Furthermore, in addition to any other remedies, the Executive agrees that any willful violation of the covenants in Sections 5 through 8 that results in material harm to the Employer will result in the immediate forfeiture of any payment that otherwise is or may become due under Section 4. 2 or Section 4.3 . The Employer and the Executive agree that all remedies available to the Employer shall be cumulative.

10.         Severability . The parties agree that each of the provisions included in this Agreement is separate, distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with, and valid and enforceable under, the law or public policy.

11.          No Set-Off by the Executive . The existence of any claim, demand, action or cause of action by the Executive against the Employer whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of any of its rights hereunder.

12.          Notice . All notices, requests, waivers and other communications required or permitted hereunder shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

If to the Employer:      Nicolet Bankshares, Inc.

111 N. Washington Street

Green Bay, Wisconsin 54301

Attn: Executive Committee

If to the Executive:      The address most recently on file with the Employer

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. All such notices, requests, waivers and other communications shall be deemed to have been effectively given: (a) when personally delivered to the party to be notified; (b) when sent by confirmed facsimile to the party to be notified; (c) five (5) business days after deposit in the United States Mail postage prepaid by certified or registered mail with return receipt requested at any time other than during a general discontinuance of postal service due to strike, lockout, or otherwise (in which case such notice, request, waiver or other communication shall be effectively given upon receipt) and addressed to the party to be notified as set forth above; or (d) two (2) business days after deposit with a reputable overnight delivery service, postage prepaid, addressed to the party to be notified as set forth above with next-business-day delivery guaranteed. A party may change its or her notice address given above by giving the other party ten (10) days’ written notice of the new address in the manner set forth above.

13.          Assignment . The rights and obligations of the Employer under this Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the Employer, including without limitation, a purchaser of all or substantially all the assets of the Employer. If the Agreement is assigned pursuant to the foregoing sentence, the assignment shall be by novation and the Employer shall have no further liability hereunder, and the successor or assign, as applicable, shall become the “Employer” hereunder, but the Executive will not be deemed to have experienced a Termination of Employment by virtue of such assignment. The Agreement is a personal contract and the rights and interest of the Executive may not be assigned by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

14.          Waiver . A waiver by one party to this Agreement of any breach of this Agreement by any other party to this Agreement shall not be effective unless in writing, and no waiver shall operate or be construed as a waiver of the same or another breach on a subsequent occasion.

15.          Mediation . Except with respect to Sections 5 through 9 above, and as provided in Section 16 hereof, if any dispute arises out of or relates to this Agreement, or a breach thereof, and if the dispute can not be settled through direct discussions between the parties, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to any other process for resolving the dispute.

16.          Applicable Law and Choice of Forum . This Agreement shall be construed and enforced under and in accordance with the laws of the State of Wisconsin. The parties agree that any appropriate state court located in Brown County, Wisconsin or federal court for the Eastern District of Wisconsin shall have jurisdiction of any case or controversy arising under or in connection with this Agreement shall be a proper forum in which to adjudicate such case or controversy. The parties consent and waive any objection to the jurisdiction or venue of such courts.

17.          Interpretation . Words importing any gender include all genders. Words importing the singular form shall include the plural and vice versa. The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Agreement. Any captions, titles or headings preceding the text of any article, section or subsection herein are solely for convenience of reference and shall not constitute part of this Agreement or affect its meaning, construction or effect.

18.          Entire Agreement . This Agreement embodies the entire and final agreement of the parties on the subject matter stated in this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Employer or the Executive unless made in writing and signed by all parties. All prior understandings and agreements relating to the subject matter of this Agreement, including, but not limited to, the Prior Employment Agreement, are hereby expressly terminated without any obligations owing to the Executive on account of the termination of those agreements.

19.          Rights of Third Parties . Nothing herein expressed is intended to or shall be construed to confer upon or give to any person, firm or other entity, other than the parties hereto and their permitted assigns, any rights or remedies under or by reason of this Agreement.

20.          Costs of Enforcement . In the event of a dispute related to a breach of the Agreement results in a legal action initiated by either party to enforce its rights thereunder, the successful or prevailing party or parties in such action shall be entitled to recover reasonable attorneys’ fees, court costs and all expenses, incurred in that action, in addition to any other relief to which such party or parties may be entitled. The non-prevailing party shall pay such costs and expenses to the prevailing party within sixty (60) days after a final determination (excluding any appeals) is made with respect to the litigation.

21.          Survival . The obligations of the parties pursuant to Sections 3.11, 4.2, 4.3, 5 through 9, 15, 16, 17, and 22 , as applicable, shall survive the Executive’s Termination of Employment hereunder for the period designated under each of those respective sections.

22.          Representation Regarding Restrictive Covenants . The Executive represents that the Executive is not and, during the Term, will not become a party to any non-competition or non-solicitation agreement or any other agreement which would prohibit the Executive from entering into this Agreement or providing the services for the Employer contemplated by this Agreement on or after the Effective Date. In the event the Executive is subject to any such agreement, this Agreement shall be rendered null and void and the Employer shall have no obligations to the Executive under this Agreement.

23.          Section 409A . It is the intent of the parties that any payment to which the Executive is entitled under this Agreement be exempt from Section 409A of the Code to the maximum extent permitted under Section 409A of the Code. However, to the extent any such amounts are considered to be “nonqualified deferred compensation” subject to Section 409A of the Code, such amounts shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Neither the Executive nor the Employer shall intentionally take any action to accelerate or delay the payment of any amounts in any manner which would not be in compliance with Section 409A of the Code without the consent of the other party. For purposes of this Agreement, all rights to payments shall be treated as rights to receive a series of separate payments to the fullest extent allowed by Section 409A of the Code. It is also intended that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations Section 1.409A-1(b)(4) (regarding short-term deferrals), Section 1.409A-1(b)(9)(iii) (regarding the severance pay exception) and Section 1.409A-1(b)(9)(iv) (regarding reimbursements and other separation pay).

24.           Definitions . Whenever used in this Agreement, the following terms and their variant forms shall have the meanings set forth below:

(a)         “ Affiliate ” shall mean any entity which controls, is controlled by, or is under common control with another entity. For this purpose, “control” means ownership of more than fifty percent (50%) of the ordinary voting power of the outstanding equity securities of an entity.

(b)         “ Agreement ” shall mean this Agreement and any exhibits incorporated herein together with any amendments hereto made in the manner described in this Agreement.

(c)         “ Area ” shall mean the geographic areas encompassed by a fifty (50) mile radius from each of the Bank’s main business offices in the cities of Appleton, Green Bay, Sturgeon Bay and Wausau, Wisconsin. It is the express intent of the parties that the Area as defined herein is the area where the Executive performs services on behalf of the Employer under this Agreement.

(d)         “ Bank ” means Nicolet National Bank, a national bank, or any successor thereto.

(e)         “ Board of Directors ” shall mean the board of directors of Company and/or of the Bank, as the context requires and, where appropriate, includes any committee thereof or other designee.

(f)         “ Business of the Employer ” shall mean the business conducted by the Employer, which is the business of commercial and consumer banking and the provision of wealth management products and services.

(g)         “ Cause ” shall mean any one of the following events:

(1)      a material breach of the terms of this Agreement by the Executive, including, without limitation, failure by the Executive to perform his duties and responsibilities in the manner and to the extent required under this Agreement, which remains uncured after the expiration of thirty (30) days following the delivery of written notice of such breach to the Executive by the Employer. Such notice shall (i) specifically identify the duties that the Board of Directors believes the Executive has failed to perform, (ii) state the facts upon which the Board of Directors made such determination, and (iii) be approved by a resolution passed by two-thirds ( ² / ₃ ) of the directors then in office;

(2)      conduct by the Executive that amounts to fraud, dishonesty or willful misconduct in the performance of his duties and responsibilities hereunder;

(3)      arrest for, charged in relation to (by criminal information, indictment or otherwise), or conviction of the Executive during the Term of this Agreement of a crime involving breach of trust or moral turpitude;

(4)      conduct by the Executive that amounts to gross and willful insubordination or inattention to his duties and responsibilities hereunder; or

(5)      conduct by the Executive that results in removal from his position as an officer or executive of the Employer pursuant to a written order by any regulatory agency with authority or jurisdiction over the Employer.

(h)          “ Change of Control ” means any one of the following events occurring after the Effective Date:

(1)      (i) when a person or a group acquires stock of the Bank that, combined with stock previously owned, controls more than fifty percent (50%) of the value or voting power of the stock of the Bank; (ii) on the date that, during any twelve-month period, either (x) any person or group acquires stock possessing thirty percent (30%) or more of the voting power of the stock of the Bank or (y) the majority of the Board of Directors of the Bank is replaced by persons whose appointment or election is not endorsed by a majority of the Board of Directors of the Bank; or (iii) when a person or group acquires, during any twelve-month period, assets of the Bank having a total gross fair market value equal to forty percent (40%) or more of the total gross fair market value of all of the Bank’s assets.

(2)      (i) a “change in the ownership of a corporation,” (ii) a “change in the effective control of a corporation,” or (iii) a “change in the ownership of a substantial portion of the assets of a corporation,” all within the meaning of Code Section 409A; provided, however, that for purposes of determining a “substantial portion of the assets of a corporation,” “eighty-five percent (85%)” shall be used instead of “forty percent (40%).” For purposes of this Section 24(h)(2) , “a corporation” refers to only to the Company. Notwithstanding the foregoing, in the event of a merger, consolidation, reorganization share exchange or other transaction as to which the holders of the capital stock of the Company before the transaction continue after the transaction to hold, directly or indirectly through a holding company or otherwise, shares of capital stock of the Company (or other surviving company) representing more than fifty percent (50%) of the value or ordinary voting power to elect directors of the capital stock of the Company (or other surviving company), such transaction shall not constitute a Change of Control for purposes of Section 24(h)(2) .

(i)           “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

(j)           “ Company ” means Nicolet Bankshares, Inc., a bank holding company organized under the laws of the State of Wisconsin.

(k)          “ Competing Business ” shall mean any entity (other than the Employer and their Affiliates) that is conducting business that is the same or substantially the same as the Business of the Employer.

(l)          “ Confidential Information ” means data and information relating to the business of the Employer and their Affiliates (which does not rise to the status of a Trade Secret) which is or has been disclosed to the Executive or of which the Executive became aware as a consequence of or through the Executive’s relationship to the Employer and their Affiliates and which has value to the Employer and their Affiliates and is not generally known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Employer or their Affiliates, provided that such public disclosure shall not be deemed to be voluntary when made without authorization by the Executive or any other employee of Employer, or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

(m)        “ Determination Date ” means (1) during the Executive’s employment, the date for which compliance is being determined, and (2) following Executive’s Termination of Employment, the date of Executive’s Termination of Employment.

(n)          “ Disability ” shall mean the inability of the Executive to perform each of his material duties under this Agreement for the duration of the short-term disability period under the Employer’s policy then in effect (or, if no such policy is in effect, a period of one-hundred eighty (180) consecutive days) as certified by a physician chosen by the Employer and reasonably acceptable to the Executive.

(o)          “ Effective Date ” means April 29, 2016.

(p)          “ Employer Information ” means Confidential Information and Trade Secrets.

(q)          “ Good Reason ” shall mean any of the following which occurs on or after the Effective Date:

(1)      a material diminution in the authority (including supervisory authority), responsibilities or duties of the Executive as in effect immediately after the Effective Date, without the Executive’s consent;

(2)      following a Change of Control, a material diminution in the Executive’s reporting relationships ( e.g ., the Executive no longer reports directly to the Board of Directors of the Bank);

(3)      following a Change of Control, a material change in the geography where the Executive must perform his services ( i.e ., a location that is beyond a fifty-mile radius from the Executive’s office location immediately prior to the Change of Control);

(4)      following a Change of Control, any material decrease in Annual Base Salary, bonus opportunity, or other benefits provided for in Section 3 from the level in effect immediately prior to the Change of Control; or

(5)      a material breach of the Agreement;

provided, however, that in each case of the above, the Executive must provide written notice to the Employer of the occurrence of such action or failure within ninety (90) days after the action or failure first occurs, and the Executive shall only have Good Reason to terminate the Executive’s employment if the Employer fails to correct such action or failure within thirty (30) days following receipt of such notice. If the Employer does so fail to correct such action or failure, the Executive must resign effective no later than fifteen (15) days following expiration of the thirty (30)-day correction period.

(r)        “ Material Contact ” means the contact between the Executive and each customer: (1) with whom or which the Executive dealt on behalf of the Employer and/or one or more of their Affiliates in a business capacity or about whom or which the Executive obtained Confidential Information in the ordinary course of business as a result of such Executive’s association with the Employer and/or one or more of their Affiliates; and (2) who or which received products or services from the Employer and/or one or more of their Affiliates within two years prior to the Determination Date.

(s)        “ Term ” shall mean the period beginning with the Effective Date and ending on the last business day of the Employer immediately prior to the third anniversary of the Effective Date.

(t)         “ Termination of Employment ” shall mean a termination of the Executive’s employment where either: (1) the Executive has ceased to perform any services for the Employer and all affiliated companies that, together with the Employer, constitute the “service recipient” within the meaning of Code Section 409A and the regulations thereunder (collectively, the “ Service Recipient ”) or (2) the level of bona fide services the Executive performs for the Service Recipient after a given date (whether as an employee or as an independent contractor) is reasonably expected to permanently decrease (excluding a decrease as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to reemployment with the Service Recipient under an applicable statute or by contract) to no more than twenty percent (20%) of the average level of bona fide services performed for the Service Recipient (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of service if the Executive has been providing services to the Service Recipient for less than 36 months). For the avoidance of doubt, whether a Termination of Employment occurs will be made in accordance with Treasury Regulation Section 1.409A-1(b).

(u)         “ Trade Secrets ” means Employer or Affiliate information including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which:

(1)      derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(2)      is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

[Signatures on Following Page]

IN WITNESS WHEREOF , the Employer and the Executive have executed and delivered this Agreement as of the date first shown above.

Exhibit 10.5

AMENDMENT TO THE

BAYLAKE CORP.

2010 EQUITY INCENTIVE PLAN

THIS AMENDMENT is made as of April 30, 2016, by Nicolet Bankshares, Inc. (the “Company”), as successor to Baylake Corp.

WHEREAS, pursuant to the merger transaction (the “Merger”) contemplated by that certain Agreement and Plan of Merger between Baylake Corp. and the Company, dated September 8, 2015 (the “Merger Agreement”), Baylake Corp. was merged with and into the Company, with the Company being the surviving entity, and resulting in all shares of issued and outstanding common stock of Baylake Corp. being exchanged for shares of the Company’s common stock.

WHEREAS, in connection with the Merger, the Company has assumed sponsorship of the Baylake Corp. 2010 Equity Incentive Plan (the “Plan”) solely for the purpose of providing for the administration of awards previously issued and continuing to be outstanding immediately prior to the Merger.

WHEREAS, in connection with its assumption of the sponsorship of the Plan, the Company wishes to amend the Plan to reflect the change in Plan sponsorship; to reflect that shares of common stock of the Company have been substituted for shares of common stock of Baylake Corp. as the shares reserved for issuance in connection with the settlement of awards granted and outstanding under the Plan; and to make other conforming changes to the Plan resulting from the consequences of the Merger.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, effective immediately following the “Effective Time,” as that term is defined in the Merger Agreement, as follows:

1.           By deleting the phrase “Baylake Corp. 2010 Equity Incentive Plan” each time it appears in the Plan and substituting therefor the phrase “Nicolet Bankshares, Inc. 2010 Equity Incentive Plan.”

2.           By deleting Section 2(c) in its entirety and by substituting therefor the following new Section 2(c):

“(c)            ‘ Board ’ means the Board of Directors of the Company.”

3.           By deleting Section 2(f) in its entirety and by substituting therefor the following new Section 2(f):

“(f)            ‘ Common Stock or stock ’ shall mean the authorized and issued or unissued shares of common stock of the Company.”

4.           By deleting Section 2(h) in its entirety and by substituting therefor the following new Section 2(h):

“(h)            ‘ Committee ’ shall be the Compensation Committee of the Board, unless the Board designates a different qualifying Committee. Except as otherwise determined by the Board, the Committee shall be so constituted as to permit grants to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, by virtue of Rule 16b-3, as such rule is then in effect and to permit the Plan to comply with Section 162(m) of the Code and any regulations promulgated thereunder, or any other statutory rule or regulatory requirements.”

5.           By deleting Section 2(i) in its entirety and by substituting therefor the following new Section 2(i):

“(i)            ‘ Company ’ shall mean Nicolet Bankshares, Inc., and, as the context requires, its direct and indirect subsidiaries, and partnerships and other business ventures in which the Company or its direct or indirect subsidiaries have a significant equity interest, as determined in the sole discretion of the Committee. For purposes of defining whether a Participant is receiving stock of a ‘service recipient’ under Section 409A of the Code and guidance thereunder, the term ‘Company’ shall be deemed to include the broadest definition of entities permissible under such guidance.”

6.           By deleting Section 2(o) in its entirety and by substituting therefor the following new Section 2(o):

“(o)            ‘ Plan ’ shall mean the Nicolet Bankshares, Inc. 2010 Equity Incentive Plan, formerly known as the Baylake Corp. 2010 Equity Incentive Plan.”

7.           By adding a new final sentence to Section 3, as follows:

“From and after April 30, 2016, no person shall be eligible to receive an Award under the Plan.”

8.           By deleting Section 4 in its entirety and by substituting therefor the following new Section 4:

“4.             Common Stock Available for Awards . Subject to adjustment as provided in Section 14 hereof, the number of shares of Common Stock that may be issued under the Plan for Awards during the term of the Plan is 338,775 shares, such number being reduced, however, by the number of shares of the common stock of Baylake Corp. issued, if any, pursuant to Awards prior to the adoption of the Plan by the Company effective April 30, 2016. In determining any reduction required by the immediately preceding sentence, the number of shares of Baylake Corp. common stock issued under the Plan shall be adjusted by the conversion ratio applied to the conversion of Baylake Corp. common stock into shares of the Common Stock in connection with the merger of Baylake Corp. with and into the Company. Shares of Common Stock issuable pursuant to the Plan may be treasury shares or authorized but unissued shares of Common Stock, or a combination of the two.”

9.           By adding a new final sentence to the head language of Section 7, as follows:

“From and after April 30, 2016, no Awards shall be granted under the Plan.”

Except as specifically amended hereby, the remaining provisions of the Plan shall remain in full force and effect as prior to the adoption of this Amendment.

IN WITNESS WHEREOF , the Company has caused this Amendment to be executed as of the date first above written.

BAYLAKE CORP.
2010 EQUITY INCENTIVE PLAN

1.  Objectives . The Baylake Corp. 2010 Equity Incentive Plan is designed to attract and retain certain selected officers, key employees, non-employee directors and consultants whose skills and talents are important to the Company’s operations, and reward them for making major contributions to the success of the Company. These objectives are accomplished by making awards under the Plan, thereby providing Participants with a proprietary interest in the growth and performance of the Company.

2.  Definitions .

(a) “Award” shall mean an Option, share of Restricted Stock, Restricted Stock Unit or SAR (stock appreciation right) awarded to a Participant pursuant to such terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

(b) “Award Agreement” shall mean the agreement that sets forth the terms, conditions and limitations applicable to an Award.

(c) “Board” shall mean the Board of Directors of Baylake Corp.

(d) “Cause” shall mean the discharge of an employee on account of fraud or embezzlement against the Company or serious and willful acts of misconduct which are detrimental to the business of the Company.

(e) “Change of Control” shall mean any of the following:

(i) the acquisition by any individual, entity or “group” (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 more than 50% of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided ,  however , that the following acquisitions of common stock shall not constitute a Change of Control: (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege or by one person or a group of persons acting in concert), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization, merger, statutory share exchange or consolidation which would not be a Change of Control under paragraph (iii) of this Section 2(e); or

(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 the 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, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened “election contest” or other actual or threatened “solicitation” (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) of proxies or consents by or on behalf of a person other than the Incumbent Board; or

(iii) consummation of a reorganization, merger, statutory share exchange or consolidation, unless, following such reorganization, merger, statutory share exchange or consolidation, (A) more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger, statutory share exchange or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, statutory share exchange or consolidation, (B) no person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger, statutory share exchange or consolidation and any person beneficially owning, immediately prior to such reorganization, merger, statutory share exchange or consolidation, directly or indirectly, more than 50% of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation or the combined voting power of the then outstanding voting securities of such corporation, entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or

(iv) consummation 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, other than to a corporation, with respect to which following such sale or other disposition, (1) more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, more than 50% of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock of such corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company.

(f) “Common Stock” or “stock” shall mean the authorized and issued or unissued $5.00 par value common stock of the Company.

(g) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(h) “Committee” shall be the Personnel and Compensation Committee of the Board, unless the Board designates a different qualifying Committee. Except as otherwise determined by the Board, the Committee shall be so constituted as to permit grants to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, by virtue of Rule 16b-3 thereunder, as such rule is currently in effect

or as hereafter modified or amended, and to permit the Plan to comply with Section 162(m) of the Code and any regulations promulgated thereunder, or any other statutory rule or regulatory requirements.

(i) “Company” shall mean Baylake Corp., its direct and indirect subsidiaries, and partnerships and other business ventures in which Baylake Corp. or its direct or indirect subsidiaries have a significant equity interest, as determined in the sole discretion of the Committee. For purposes of defining whether a Participant is receiving stock of a “service recipient” under Section 409A of the Code and the guidance thereunder, this definition of “Company” shall be deemed to include the broadest definition of entities permissible under such guidance.

(j) “Fair Market Value” shall mean the closing sale price of Common Stock on the Over-The-Counter Bulletin Board (or if the Common Stock is not then traded on the Over-The-Counter Bulletin Board, the closing price on such other exchange or inter-dealer quotation system on which the Common Stock is listed) as reported in any commonly-accepted electronic medium or other authoritative source on the indicated date. If no sales of Common Stock were made on said bulletin board (or other exchange or inter-dealer quotation system) on that date, “Fair Market Value” shall mean the closing sale price of Common Stock as reported for the most recent preceding day on which sales of Common Stock were made on said bulletin board (or other exchange or inter-dealer quotation system), or, failing any such sales, such other market price as the Board or the Committee may determine in conformity with pertinent law and regulations of the Treasury Department.

(k) “Incentive Stock Option” shall mean an option to purchase shares of Common Stock which complies with the provisions of Section 422 of the Code.

(l) “Nonstatutory Stock Option” shall mean an option to purchase shares of Common Stock which does not comply with the provisions of Section 422 of the Code or which is designated as such pursuant to Paragraph 7 of the Plan.

(m) “Option” shall mean (i) with respect to an employee, an Incentive Stock Option or Nonstatutory Stock Option granted to a Participant by the Committee pursuant to Section 7 hereof and (ii) with respect to any non-employee, a Nonstatutory Stock Option granted to a Participant by the Committee pursuant to Section 7 hereof.

(n) “Participant” shall mean a current, prospective or former employee, non-employee director, consultant or other person who provides services to the Company to whom an Award has been made under the Plan.

(o) “Plan” shall mean the Baylake Corp. 2010 Equity Incentive Plan.

(p) “Restricted Stock” shall mean shares of Common Stock granted to a Participant by the Committee pursuant to Section 7 hereof, which are subject to restrictions set forth in an Award Agreement.

(q) “Restricted Stock Unit” shall mean a right to receive one share of Common Stock granted to a Participant pursuant to Section 7, hereof, subject to the restrictions set forth in the Award Agreement.

(r) “Retirement” shall mean the termination of a Participant’s employment on or after age 65.

(s) “SAR” shall mean a stock appreciation right with respect to one share of Common Stock granted to a Participant pursuant to Section 7 hereof, subject to the restrictions set forth in the Award Agreement.

3.  Eligibility . Current and prospective employees, non-employee directors, consultants or other persons who provide services to the Company eligible for an Award under the Plan are those who hold, or will hold, positions of responsibility and whose performance, in the judgment of the Committee or the management of the Company (if such responsibility is delegated pursuant to Section 6 hereof), can have a significant effect on the success of the Company.

4.  Common Stock Available for Awards .

(a)  Number of Shares . Subject to adjustment as provided in Section 14 hereof, the number of shares that may be issued under the Plan for Awards during the term of the Plan is 750,000 shares of Common Stock, which may be treasury shares or authorized but unissued shares of Common Stock, or a combination of the two. For purposes of determining the maximum number of shares of Common Stock available for issuance under the Plan, (i) any shares of Common Stock subject to any Award under this Plan which terminates by expiration, forfeiture, cancellation, is settled in cash in lieu of shares or otherwise without the issuance of shares shall be available for grant under the Plan; (ii) upon the exercise of a stock-settled SAR or Option granted under the Plan, the full number of shares represented by the SAR or Option exercised (including any shares withheld to satisfy taxes and any shares used to exercise an Award, whether directly or by attestation) shall be treated as shares of Common Stock issued under the Plan, notwithstanding that a lesser amount of shares or cash representing shares of Common Stock may have been actually issued or paid upon such exercise; (iii) shares of Common Stock withheld to satisfy taxes on any Award, to the extent not already treated as issued pursuant to the above, shall be treated as issued hereunder; and (iv) shares of Common Stock that are repurchased by the Company with Option proceeds shall not be added to the aggregate plan limit described above.

(b)  Incentive Stock Options . Subject to adjustment as provided in Section 14 hereof, up to 750,000 shares of Common Stock may be granted in the form of Incentive Stock Options.

(c)  Limits . Subject to adjustment as provided in Section 14 hereof, no individual shall be eligible to receive Awards aggregating more than 375,000 shares of Common Stock reserved under the Plan during the term of the Plan and the Company will not issue more than 375,000 shares of Restricted Stock or Restricted Units during the term of the Plan. For purposes of determining the maximum number of these types of Awards available for grant under the Plan, any Awards which are forfeited to the Company, shall be treated, following such forfeiture, as Awards that have not been granted under the Plan.

(d)  Securities Law Filings . The Company shall take whatever actions are necessary to file required documents with the U.S. Securities and Exchange Commission and any other appropriate governmental authorities and stock exchanges to make shares of Common Stock available for issuance pursuant to Awards.

5.  Administration . The Plan shall be administered by the Committee, which shall have full and exclusive power to interpret the Plan, to determine which persons are Plan Participants, to grant waivers of Award restrictions, and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, all of which powers shall be executed in the best interests of the Company and in keeping with the objectives of the Plan. All determinations made by the Committee regarding the Plan or an Award shall be binding and conclusive as regards the Company, the Participants, and any other interested persons.

6.  Delegation of Authority . Except to the extent prohibited by applicable law or the applicable rules of a stock exchange on which the Common Stock is listed, the Committee may delegate to the chief executive officer and to other senior officers of the Company its duties under the Plan, other than grants of Awards to executive officers of the Company, pursuant to such conditions or limitations as the Committee may establish. Any such delegation may be revoked by the Committee at any time.

7.  Awards . The Committee shall determine the type or types of Award(s) to be made to each Participant and shall set forth in the related Award Agreement the terms, conditions and limitations applicable to each Award including any vesting requirements. In all events, upon the occurrence of a Change of Control, all Awards will become fully vested and immediately exercisable, except as otherwise expressly provided herein or in the applicable Award Agreement. The types of Awards available under the Plan are those listed in this Section 7.

(a)  Option . An Option is the grant of a right to purchase a specified number of shares of Common Stock the purchase price of which shall be not less than 100% of Fair Market Value on the date of grant. In addition, the Committee may not reduce the purchase price for Common Stock pursuant to an Option after the date of grant without the consent of the Company’s shareholders, except in accordance with adjustments pursuant to Section 14 hereof. Further, an Option may not be exercisable for a period in excess of ten years. An Option may be designated by the Committee in the Award Agreement as a Nonstatutory Stock Option for all Participants or an Incentive Stock Option for Participants who are employees. An Incentive Stock Option, in addition to being subject to applicable terms, conditions and limitations established by the Committee, complies with Section 422 of the Code which, among other limitations, provides that the aggregate Fair Market Value (determined at the time the option is granted) of Common Stock for which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year shall not exceed $100,000; that Incentive Stock Options shall be priced at not less than 100% of the Fair Market Value on the date of the grant (110% in the case of a Participant who is a 10% shareholder of the Company within the meaning of Section 422 of the Code); and that Incentive Stock Options shall be exercisable for a period of not more than ten years (five years in the case of a Participant who is a 10% shareholder of the Company). The other restrictions and conditions of the Option will be established by the Committee and set forth in the Award Agreement.

(b)  Restricted Stock or Restricted Stock Unit Award . A share of Restricted Stock is an award of one share of Common Stock, and a Restricted Stock Unit is a bookkeeping entry, granting a Participant a share of Common Stock or cash in the future, respectively, for some or no monetary consideration, as the Committee may specify, and which may contain transferability or forfeiture provisions including a requirement of future services and such other restrictions and conditions as may be established by the Committee and set forth in the Award Agreement.

(c)  SARs . An SAR is a grant of the right to receive, upon exercise, the difference between the Fair Market Value of a share of Common Stock on the date of exercise, and the “Grant Value” of each SAR. The Grant Value shall be not less than 100% of Fair Market Value on the date of grant, as set forth in the Award Agreement. The Committee may not reduce the Grant Value after the date of grant without the consent of the Company’s shareholders, except in accordance with adjustments pursuant to Section 14 hereof. The difference between the Fair Market Value on the date of exercise and the Grant Value, multiplied by the number of SARs exercised (the “Spread”), shall be paid in shares of Common Stock which have a Fair Market Value equal to the Spread, provided, however, that any fractional share shall be paid in cash. Notwithstanding the foregoing, the Company, as determined in the sole discretion of the Committee, shall be entitled to elect to settle its obligation arising out of the exercise of an SAR by the payment of cash equal to the Spread, or by the issuance of a combination of shares of Common Stock and cash, in the proportions determined by the Committee, which have a Fair Market Value equal to the Spread. The other restrictions and conditions of the SARs will be established by the Committee and set forth in the Award Agreement, provided that the period for which an SAR may be exercisable shall not exceed ten years.

8.  Deferred Payment of Awards . The Committee may permit selected Participants to elect to defer payments of some or all types of Awards in accordance with procedures established by the Committee which are intended to permit such deferrals to comply with applicable requirements of the Code, including Section 409A of the Code. Dividends or dividend equivalent rights may only be extended to and made part of any Award of Restricted Stock or Restricted Stock Units, subject to such terms, conditions and restrictions as the Committee may establish. The Committee may also establish rules and procedures for the crediting of dividend equivalents for deferred payments of Restricted Stock or Restricted Stock Units.

9.  Option Exercise . The price at which shares of Common Stock may be purchased under a Option shall be paid in full at the time of the exercise in cash, either by personal check, other credit to a Participant’s bank account, wire transfer, or by means of tendering Common Stock, either directly or by attestation, valued at Fair Market Value on the date of exercise, or any combination thereof. Furthermore, in accordance with the rules and procedures established by the Committee for this purpose, the Option may also be exercised through a “cashless exercise” procedure approved by the Committee involving a broker or dealer approved by the Committee, that affords the Participant the opportunity to sell immediately some or all of the Common Stock underlying the exercised portion of the Option in order to generate sufficient cash to pay the Option exercise price and/or to satisfy withholding tax obligations related to the Option.

10.  Tax Withholding . The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of shares under the Plan, an appropriate number of shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes, but in no event in excess of the minimum withholding required by law. The Company may defer making delivery with respect to Common Stock obtained pursuant to an Award hereunder until arrangements satisfactory to it have been made with respect to any such withholding obligation. If Common Stock is used to satisfy tax withholding, such stock shall be valued based on the Fair Market Value when the Nonstatutory Stock Option or SAR is exercised or the Restricted Stock vests. In the case of Restricted Stock Units, such stock will be valued when the Restricted Stock Units are paid to a Participant, in the case of income tax withholding, or when the Restricted Stock Units vest, in the case of employment tax withholding, unless applicable law requires a different time for withholding. Shares of Common Stock used to satisfy tax withholding obligations shall be treated as issued for purposes of determining the number of shares remaining for grant of Awards pursuant to Section 4 hereof.

11.  Amendment or Discontinuance of the Plan . The Board may, at any time, amend or terminate the Plan; provided, however, that

(a) no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board, except (i) to the extent necessary for Participants to avoid becoming subject to penalties and/or interest under Section 409A of the Code or (ii) for adjustments permitted under Section 14 hereof; and

(b) the Board may not, without further approval of the shareholders, adopt any amendment to the Plan for which shareholder approval is required under tax, securities or any other applicable law or the listing standards of the Over-The-Counter Bulletin Board (or if the Common Stock is not then traded on the Over-The-Counter Bulletin Board, the listing standards of such other exchange or inter-dealer quotation system on which the Common Stock is listed). In addition, the Board may not reduce the exercise price of an Option or the Grant Value of an SAR without the consent of the Company’s shareholders, except in accordance with the adjustments pursuant to Section 14 hereof.

12.  Termination of Employment or Service . If the employment of a Participant terminates, other than pursuant to paragraphs (a) and (b) of this Section 12, all unexercised, deferred and unpaid Awards shall terminate 90 days after such termination of employment or service, unless the Award Agreement provides otherwise, and during such 90-day period shall be exercisable only to the extent provided in the Award Agreement. Notwithstanding the foregoing, if a Participant’s employment is terminated for Cause, to the extent the Award is not effectively exercised or has not vested prior to such termination, it shall lapse or be forfeited to the Company immediately upon termination. In all events, an Award will not be exercisable after the end of its term as set forth in the Award Agreement.

(a)  Retirement.  When a Participant’s employment terminates as a result of Retirement, the Committee (in the form of an Award Agreement or otherwise) may permit Awards to continue in effect beyond the date of Retirement, and the exercisability and vesting of any Award may be accelerated. Notwithstanding the foregoing, unless otherwise determined by the Committee (in the form of an Award Agreement or otherwise), a vested Nonstatutory Stock Option or SAR shall remain exercisable for one year after the Participant’s Retirement date.

(b)  Death or Disability of a Participant .

(i) In the event of a Participant’s death, the Participant’s estate or beneficiaries shall have a period specified in the Award Agreement within which to receive or exercise any outstanding Award held by the Participant under such terms, and to the extent, as may be specified in the applicable Award Agreement. Rights to any such outstanding Awards shall pass by will or the laws of descent and distribution in the following order: (a) to beneficiaries so designated by the Participant; if none, then (b) to a legal representative of the Participant; if none, then (c) to the persons entitled thereto as determined by applicable law or, absent applicable law, a court of competent jurisdiction. Notwithstanding the foregoing, unless otherwise determined by the Committee (in the form of an Award Agreement or otherwise), a vested Option or SAR shall remain exercisable for one year after the Participant’s death.

(ii) In the event a Participant is deemed by the Company to be disabled within the meaning of the Award Agreement, or, absent a definition therein, the Company’s long-term disability plan, the Award shall be exercisable for the period, and to the extent, specified in the Award Agreement. Awards and rights to any such Awards may be paid to or exercised by the Participant, if legally competent, or a legally designated guardian or representative if the Participant is legally incompetent by virtue of such disability. Notwithstanding the foregoing, unless otherwise determined by the Committee (in the form of an Award Agreement or otherwise), a vested Option or SAR shall remain exercisable for one year after the Participant is deemed disabled.

(iii) After the death or disability of a Participant, the Committee may in its sole discretion at any time (a) terminate restrictions in Award Agreements; (b) accelerate any or all installments and rights; and (c) instruct the Company to pay the total of any accelerated payments in a lump sum to the Participant, the Participant’s estate, beneficiaries or representative, notwithstanding that, in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under the Awards might ultimately have become payable to other beneficiaries;  provided ,  however , that any such actions shall be consistent with the requirements of Section 409A of the Code and any guidance promulgated thereunder.

(iv) In the event of uncertainty as to interpretation of or controversies concerning this paragraph (c) of Section 12, the Committee’s determinations shall be binding and conclusive on all interested parties..

(c)  No Employment or Service Rights . The Plan shall not confer upon any Participant any right with respect to continuation of employment by the Company or service as a director, nor shall it interfere in any way with the right of the Company to terminate any Participant’s employment at any time.

13.  Nonassignability . Except as provided in subsection (b) of Section 12 and this Section 13, no Award or any other benefit under the Plan shall be assignable or transferable, or payable to or exercisable by anyone other than the Participant to whom it was granted. Notwithstanding the foregoing, the Committee (in the form of an Award Agreement or otherwise) may permit Options, other than Incentive Stock Options, to be transferred to members of the Participant’s immediate family, to trusts for the benefit of the Participant and/or such immediate family members, and to partnerships or other entities in which the Participant and/or such immediate family members own all the equity interests. For purposes of the preceding sentence, “immediate family” shall mean a Participant’s spouse, issue and spouses of his issue.

14.  Adjustments . In the event of any corporate event or transaction, such as a merger, consolidation, share exchange, recapitalization, reorganization, separation, stock dividend, stock split, split-up, spin-off or other distribution of stock or property of the Company, combination of shares, exchange of shares, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, the Committee, in order to prevent dilution or enlargement of Participants’ rights under the Plan, shall substitute or adjust, in an equitable manner (including adjustments to avoid fractional shares), (a) the number of Common Shares (i) reserved under the Plan, (ii) available for Incentive Stock Options, Restricted Stock or Restricted Stock Units, (iii) for which Awards may be granted to an individual Participant, and (iv) covered by outstanding Awards denominated in stock, (b) the stock prices related to outstanding Awards; and (c) the appropriate Fair Market Value and other price determinations for such Awards. In the event of a merger, consolidation, statutory share exchange, acquisition of property or stock, separation, sale or disposition of all or substantially all assets, reorganization or liquidation, the Committee shall be authorized to (a) issue or assume Awards, whether or not in a transaction to which Section 424(a) of the Code applies, by means of substitution of new Awards for previously issued awards or an assumption of previously issued awards or (b) convert any outstanding, in-the-money Awards into cash on a basis to be determined by the Committee in its sole discretion, and cancel any underwater Awards. Any adjustment, waiver, conversion or other action taken by the Committee under this Section 14 shall be conclusive and binding on all Participants, the Company and their successors, assigns and beneficiaries. All adjustments under this Section 14 shall be made in a manner such that they will not result in a penalty under Section 409A of the Code.

15.  Notice . Unless otherwise specified in the Award Agreement or in this Plan, any notice to the Company required by any of the provisions of this Plan shall be addressed to the director of human resources or to the chief executive officer of the Company in writing, and shall become effective when it is received by the office of either of them. Any notice to a Participant shall be addressed to the Participant at his last known address as it appears on the Company’s records.

16.  Unfunded Plan . The Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to Common Stock under the Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any Common Stock, nor shall the Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any Common Stock to be granted under the Plan. Any liability of the Company to any Participant with respect to a grant of Common Stock or rights thereto under the Plan shall be based solely upon any contractual obligations that may be created by the Plan and any Award Agreement; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by the Plan.

17.  Governing Law . The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Wisconsin without giving effect to its conflicts of law provisions.

18.  Effective and Termination Dates . The effective date of the Plan is June 7, 2010, subject to shareholder approval. The Plan shall terminate on June 6, 2020, subject to earlier termination by the Board pursuant to Section 11, after which no Awards may be made under the Plan, but any such termination shall not affect Awards then outstanding or the authority of the Committee to continue to administer the Plan.

19.  Other Benefit and Compensation Programs . Payments and other benefits received by a Participant pursuant to an Award shall not be deemed a part of such Participant’s regular, recurring compensation for purposes of the termination or severance plans of the Company and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement, unless the Committee expressly determines otherwise.

BAYLAKE CORP.

2013 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

AWARD AGREEMENT

We are pleased to inform you that you have been granted a Restricted Stock Unit Award subject to the terms and conditions of the Baylake Corp. 2010 Equity Incentive Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used in this Award Agreement shall have the same meanings as set forth in the Plan.

1.             Restricted Stock Unit Award . Pursuant to the Plan, you are hereby granted a Restricted Stock Unit Award measured in shares of common stock of the Company (“Common Stock”), subject to the terms and conditions of this Award Agreement and the Plan.

2.             Restricted Period . Upon the expiration of the applicable Restricted Period (as described in the chart below), you shall be issued shares of Common Stock equal to the number of Restricted Stock Units that vest. For purposes of this Award Agreement, the Restricted Period shall mean the period beginning on the date of this Award set forth above and ending as set forth below:

Except as otherwise provided in the Plan, in the event of your termination of employment with the Company for any reason prior to the expiration of the Restricted Period, you shall forfeit to the Company all Restricted Stock Units for which the Restricted Period has not expired.

3.             Shareholder Status . No person shall acquire any rights or privileges as a shareholder of the Company, including no voting or dividend rights, with respect to any shares of Common Stock until such shares have been duly issued by the Company upon the vesting of Restricted Stock Units.

4.             Issuance and Delivery of Shares . As soon as practicable after the expiration of the Restricted Period, the Company shall issue or cause the issuance of certificate(s) representing the Common Stock or shall register such Common Stock in your name. The Company shall have the right to delay the issuance or delivery of any shares to be delivered hereunder until (a) the completion of such registration or qualification of such shares under federal, state or foreign law, ruling or regulation as the Company shall deem to be necessary or advisable and (b) receipt from you of such documents and information as the Company may deem necessary or appropriate in connection with such registration or qualification or the issuance of shares hereunder.

5.             Transfer . This Restricted Stock Unit Award shall not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by you other than in the event of your death. Except for the designation of your beneficiary in the event of your death, the purported assignment, alienation, pledge, attachment, transfer or encumbrance of the Award shall be void and unenforceable against the Company. This provision shall not prevent you from transferring the shares of Common Stock to be issued hereunder after the expiration of the Restricted Period.

6.             No Obligation of Employment . This Restricted Stock Unit Award does not guarantee your future employment with the Company or Baylake Bank.

7.             Provisions of the Plan Control . This Restricted Stock Unit Award is qualified in its entirety by reference to the terms and conditions of the Plan. The Plan empowers the Committee to make interpretations, rules and regulations thereunder, and, in general provides that the determinations of such Committee with respect to the Plan shall be binding upon you. The Plan is hereby incorporated herein by reference.

8.             Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of you or the Company.

9.             Taxes . The Company may require payment of or withhold any tax which it believes is required as a result of the vesting of any Restricted Stock Units hereunder, and the Company may defer making delivery with respect to shares of Common Stock issuable hereunder until arrangements satisfactory to the Company have been made with respect to such tax withholding obligations. In no event will any such withholding exceed the minimum amount required by law.

10.           Governing Law . This Award Agreement and all questions arising hereunder or in connection herewith shall be determined in accordance with the laws of the State of Wisconsin without giving effect to its conflicts of law provisions.

You and the Company agree that Restricted Stock Units awarded to you under this Award Agreement are subject to the terms and conditions of the Plan, a copy of which is available to you upon request. As provided in the Plan, you hereby agree to accept as binding any decision of the Committee with respect to the interpretation of the Plan and this Award Agreement, or any other matters associated therewith.

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IN WITNESS WHEREOF, the Company has caused these presents to be executed as of [____________________].

The undersigned hereby accepts the foregoing Restricted Stock Unit Award and agrees to the several terms and conditions of this Award Agreement and of the Plan.

BAYLAKE CORP.

2013 EQUITY INCENTIVE PLAN

NONSTATUTORY STOCK OPTION

AWARD AGREEMENT

We are pleased to inform you that you have been granted an Option to purchase shares of Common Stock of Baylake Corp. (the “Company”), subject to the terms and conditions of the Baylake Corp. 2010 Equity Incentive Plan (the “Plan”) and of this Award Agreement. Unless otherwise defined herein, all terms used in this Award Agreement shall have the same meanings as set forth in the Plan.

1.             Option . Pursuant to the Plan, you are hereby granted the option to purchase shares of Common Stock on the terms and conditions set forth in this Award Agreement. The Option granted hereunder shall be a Nonstatutory Stock Option.

2.             Vesting Schedule . The Option granted pursuant to this Award will vest according to the following schedule, provided , however , that, except as otherwise provided in the Plan, you must be employed by the Company on each vesting date for that portion of the Option to vest:

3.             Method of Exercising Option . Subject to the limitations and terms stated elsewhere in this Award Agreement or in the Plan, this Option will be exercisable as to all or a portion of the Common Stock in accordance with the vesting schedule above in Section 2. In no event will the Option be exercisable if it would result in a violation of federal or state securities laws or would occur later than ten (10) years from the date of grant. The Option may be exercised in whole or in part by delivery to the Company (a) written notice identifying the Option and stating the number of shares with respect to which it is being exercised and (b) payment in full of the exercise price of the shares then being acquired as permitted under Section 9 of the Plan. No person shall acquire any rights or privileges of a shareholder of the Company with respect to any shares of Common Stock until such shares have been duly issued. The Company shall have the right to delay the issuance or delivery of any shares to be delivered hereunder until (a) the completion of such registration or qualification of such shares under federal, state or foreign law, ruling or regulation as the Company shall deem to be necessary or advisable and (b) receipt from you of such documents and information as the Company may deem necessary or appropriate in connection with such registration or qualification or the issuance of shares hereunder.

4.             Expiration Date . Upon your Retirement, death or Disability, the vested portion of this Option shall remain exercisable for one (1) year from the date of such event. Upon your termination of employment with the Company for any other reason (except for Cause), the vested portion of this Option shall remain exercisable for ninety (90) days from the date of such termination. Upon your termination of employment for Cause, this Option shall immediately expire. Notwithstanding anything herein contained to the contrary, this Option shall not be exercisable subsequent to ten (10) years after the date of grant.

5.             Transfer . The Option shall be nontransferable and shall, except in the case of death or Disability, be exercisable only by you during your lifetime. Notwithstanding the foregoing, you shall have the right to transfer the Option upon your death, either by the terms of your will or under the laws of descent and distribution. In the case of your Disability, the Option shall be exercisable by your personal guardian or representative. Upon your death, the Option shall be exercisable by your personal representative, administrator, or other representative of your estate, or the person or persons to whom this Option shall pass by will or under the laws of descent and distribution.

6.             No Obligation of Employment . The award of this Option does not guarantee your future employment with the Company or Baylake Bank.

7.             Provisions of the Plan Control . This Option is qualified in its entirety by reference to the terms and conditions of the Plan. The Plan empowers the Committee to make interpretations, rules and regulations thereunder, and, in general provides that the determinations of such Committee with respect to the Plan shall be binding upon you. The Plan is hereby incorporated herein by reference.

8.             Governing Law . This Award Agreement and all questions arising hereunder or in connection herewith shall be determined in accordance with the laws of the State of Wisconsin without giving effect to its conflicts of law provisions.

9.             Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of you or the Company.

10.          Taxes . The Company may require payment of or withhold any tax which it believes is required as a result of the grant or exercise of the Option, and the Company may defer making delivery with respect to shares issuable hereunder until arrangements satisfactory to the Company have been made with respect to such tax withholding obligations. In no event will any such withholding exceed the minimum amount required by law.

11.          Notice . Any notice to the Company shall be addressed to the director of human resources or to the chief executive officer of the Company in writing, and shall be effective when it is hand-delivered or three (3) days after its deposit in the U.S. mail, postage-paid, certified, and return receipt requested. Any notice to you shall be addressed to your most recent home address reflected on the Company’s employment records, and shall be effective when hand-delivered to you or three (3) days after its deposit in the U.S. mail, postage-paid, certified, and return receipt requested.

You and the Company agree that the Option which has been awarded to you under this Award Agreement is subject to the terms and conditions of the Plan, a copy of which is available to you upon request. As provided in the Plan, you hereby agree to accept as binding any decision of the Committee with respect to the interpretation of the Plan and this Award Agreement, or any other matters associated therewith.

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IN WITNESS WHEREOF, the Company has caused these presents to be executed as of [____________________].

The undersigned hereby accepts the foregoing Option and agrees to the several terms and conditions of this Award Agreement and of the Plan.