JACKSONVILLE SAVINGS BANK

TWO-YEAR CHANGE IN CONTROL AGREEMENT

FOR

CHRIS ROYAL

This Change in Control Agreement (the "Agreement") is effective as of the 16^th day of August, 2017 (the "Effective Date"), by and between Jacksonville Savings Bank (the "Bank"), an Illinois chartered savings institution with its principal administrative office at 1211 West Morton Avenue, Jacksonville, Illinois 62650, and Chris Royal ("Executive").  Any reference herein to the "Company" shall mean Jacksonville Bancorp, Inc.

WHEREAS, Executive is serving as President of the Bank and the Bank wishes to assure itself of the services of Executive as an officer of the Bank for the period provided in this Agreement; and

WHEREAS, in order to induce Executive to remain in the employ of the Bank and to provide further incentive for Executive to achieve the financial and performance objectives of the Bank, the parties desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the terms and conditions hereinafter provided, the parties hereby agree as follows:

1.

TERM

The term of this Agreement will begin as of the Effective Date and will continue for 24 full calendar months thereafter.  Commencing on the first anniversary of the Effective Date of this Agreement (the "Anniversary Date") and continuing each Anniversary Date thereafter, the Agreement shall renew for an additional year such that remaining term shall be two (2) years unless written notice of non-renewal is provided to Executive at least 10 days prior to any such Anniversary Date, in which case the term of the Agreement shall cease at the end of 12 months following such Anniversary Date.  Prior to each notice period for non-renewal, the disinterested members of the Board of Directors of the Bank (the "Board") will conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend the Agreement, and the results thereof will be included in the minutes of the Board's meeting.  Notwithstanding the foregoing, in the event of a "Change in Control" as defined herein, this Agreement shall automatically renew for a term of 24 months following the effective date of such Change in Control.

2.	DEFINITIONS

Act"), or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners' Loan Act, as amended and applicable rules and regulations promulgated thereunder as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of securities of the Company representing 25% or more of the Company's outstanding securities except for any securities purchased by the Bank's employee stock ownership plan or trust; (B) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof; (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or Company or similar transaction in which the Bank or the Company is not the surviving institution occurs; (D) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the then current Board of Directors of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the common stock of the Company are exchanged for or converted into cash or property or securities not issued by the Company; or (E) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.

For these purposes, "Incumbent Board" means, in the case of the Company or the Bank, the Board of Directors of the Company or the Bank, respectively, on the date hereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by members or stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be considered as though he were a member of the Incumbent Board.

(i)	a failure to elect or reelect or to appoint or reappoint Executive to the Executive's position and title that the Executive held immediately prior to the Change in Control;

(ii)	a material change in Executive's position to become one of lesser responsibility, importance, or scope then the position Executive held immediately prior to the Change in Control;

(iii)

a relocation of Executive's principal place of employment by more than 30 miles from its location as of the date of this Agreement, or a material reduction in the benefits and perquisites provided to Executive from those being provided immediately prior to the Change in Control;

 

 

(iv)	a liquidation or dissolution of the Company or the Bank other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive; or

(v)	any other breach of this Agreement by the Bank.

provided, however, that prior to any termination of employment for Good Reason, Executive must first provide written notice to the Bank (or its successor) within 60 days following the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within 30 days of the date the Bank received the written notice from Executive, unless the Bank waives the cure period.  If the Bank remedies the condition within such 30 day cure period, then no Good Reason shall be deemed to exist with respect to such condition.  If the Bank does not remedy the condition within such 30 day cure period, then Executive may deliver a Notice of Termination (as defined in Section 4 hereof) for Good Reason at any time within 60 days following the expiration of such cure period, or earlier if the Bank waived the cure period.

3.	BENEFITS UPON TERMINATION

(i)

pay Executive, or in the event of Executive's subsequent death, Executive's beneficiary or estate, as the case may be, as severance pay, a lump-sum cash payment equal to two (2) times the sum of: (i) the average annual base salary, bonus, and any other cash compensation earned by Executive during the two (2) calendar years immediately prior to the year in which Executive's Date of Termination (as defined in Section 4 hereof) occurs, and (ii) the average amount of benefits received by Executive pursuant to any employee benefit plans maintained by the Bank during the two (2) calendar years immediately prior to the year in which Executive's Date of Termination occurs.  Such payment shall be payable within 30 calendar days following Executive's Date of Termination.

(ii)

In addition, the Bank will provide continued life insurance coverage and non-taxable medical and dental insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to Executive's termination for 24 months immediately following Executive's Date of Termination.

4.	NOTICE OF TERMINATION

Any purported termination by the Bank or by Executive in connection with or following a Change in Control shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the Date of Termination and, in the event of termination by Executive, the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated.  "Date of Termination" shall mean the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall be immediate).  In no event shall the Date of Termination exceed 30 days from the date the Notice of Termination is given.

5.	SOURCE OF PAYMENTS

All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank or its successor.

6.	REQUIRED REGULATORY PROVISIONS

7.	NO ATTACHMENT

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.

8.	ENTIRE AGREEMENT; MODIFICATION AND WAIVER

9.	SEVERABILITY

If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.

10.	HEADINGS FOR REFERENCE ONLY

The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

11.	GOVERNING LAW

This Agreement shall be governed by the laws of the State of Illinois, but only to the extent not superseded by federal law.

12.	ARBITRATION

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator, mutually acceptable to the Bank and Executive, sitting in a location selected by the Bank within twenty-five (25) miles from the main office of the Bank, in accordance with the rules of the American Arbitration Association's National Rules for the Resolution of Employment Disputes then in effect.  Judgment may be entered on the arbitrator's award in any court having jurisdiction.

13.	PAYMENT OF LEGAL FEES

To the extent that such payment(s) may be made without triggering penalty under Code Section 409A, all reasonable legal fees paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Bank, provided that the dispute or interpretation has been settled by Executive and the Bank or resolved in Executive's favor, and such reimbursement shall occur no later than 60 days after the end of the year in which the dispute is settled or resolved in Executive's favor.

14.	SUCCESSORS AND ASSIGNS

This Agreement is binding upon the Bank, the Company and any successor or assignee of the Bank or the Company, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, and such successor or assignee shall expressly and unconditionally assume and agree to perform the Bank's obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.

15.	OBLIGATIONS OF THE BANK

The termination of Executive's employment for any reason other than in accordance with Section 3(b) shall not result in any obligation of the Bank under this Agreement.

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SIGNATURES

IN WITNESS WHEREOF, the parties have signed this Agreement on the dates set forth below.

		JACKSONVILLE SAVINGS BANK
8/16/2017	By:	/s/ Richard A. Foss
Date		Name:  Richard A. Foss
		Title: President/CEO

	EXECUTIVE
8/16/2017	/s/ Chris Royal
Date	Chris Royal