DCB Financial Corp Sample Contracts

EXHIBIT 10
DCB Financial Corp • April 15th, 1997 • State commercial banks
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Employment Agreement • April 15th, 1997 • DCB Financial Corp • State commercial banks
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Employment Agreement • March 27th, 2000 • DCB Financial Corp • State commercial banks
RECITALS:
Settlement and Standstill Agreement • April 21st, 2003 • DCB Financial Corp • State commercial banks • Ohio
AGREEMENT AND PLAN OF MERGER by and between FIRST COMMONWEALTH FINANCIAL CORPORATION and DCB FINANCIAL CORP Dated as of October 2, 2016
Agreement and Plan of Merger • October 3rd, 2016 • DCB Financial Corp • State commercial banks • Ohio

AGREEMENT AND PLAN OF MERGER, dated as of October 2, 2016 (this “Agreement”), by and between First Commonwealth Financial Corporation, a Pennsylvania corporation (“Buyer”), and DCB Financial Corp, an Ohio corporation (the “Company”).

STANDBY PURCHASER AGREEMENT FOR COMMON SHARES OF DCB FINANCIAL CORP July 17, 2012, amended September 24, 2012
Purchaser Agreement • September 25th, 2012 • DCB Financial Corp • State commercial banks • Ohio

This letter confirms our agreement with respect to the intention of DCBF Financial Corp, an Ohio corporation (“DCBF”), to raise additional capital through a rights offering, of up to 3,475,000 of DCBF’s common shares, no par value per share (the “Common Shares”), to its shareholders of record (the “Rights Offering”) with the participation of standby purchasers for any unsubscribed shares in the Rights Offering. The offering to standby purchasers is hereinafter referred to as the “Offering”.

DCB FINANCIAL CORP EMPLOYMENT AGREEMENT
Employment Agreement • August 15th, 2014 • DCB Financial Corp • State commercial banks • Ohio

This sets forth the EMPLOYMENT AGREEMENT made and entered into as of August 11, 2014 (the “Effective Date”) by and among The Delaware County Bank & Trust Company which is a wholly-owned subsidiary of the DCB Financial Corp (the Corporation and Bank are hereafter referred to collectively as the “Employer”), having an office in Lewis Center, Ohio, and Ronald J Seiffert, an individual currently residing at 7570 Wills Run Lane, Blacklick, Ohio (“Executive”).

DCB FINANCIAL CORP FORM OF CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 15th, 2014 • DCB Financial Corp • State commercial banks • Ohio

This Change of Control Agreement (the “Agreement”) is made and entered into as of August 11, 2014, by and between DCB Financial Corp (the “Company”) and ________ (“Employee”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

VOTING AGREEMENT
Voting Agreement • October 3rd, 2016 • DCB Financial Corp • State commercial banks • Ohio

This Voting Agreement (this “Agreement”), dated as of October 2, 2016, is entered into by and among First Commonwealth Financial Corporation (the “Buyer”), DCB Financial Corp (the “Company”), and each person executing this Agreement or a counterpart to this Agreement (each, a “Shareholder”).

AGREEMENT OF PURCHASE AND SALE Between UNITED TRUST FUND LIMITED PARTNERSHIP, as Purchaser, and THE DELAWARE COUNTY BANK AND TRUST COMPANY as Seller, Dated August 28, 2015
Agreement of Purchase and Sale • September 3rd, 2015 • DCB Financial Corp • State commercial banks

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made and entered into as of the 28th day of August, 2015 (the “Effective Date”) by and between UNITED TRUST FUND LIMITED PARTNERSHIP, a Delaware limited partnership (“Purchaser”), THE DELAWARE COUNTY BANK AND TRUST COMPANY, a banking corporation chartered in the State of Ohio (“Seller”).

STATE OF OHIO DIVISION OF FINANCIAL INSTITUTIONS COLUMBUS, OHIO
DCB Financial Corp • October 29th, 2010 • State commercial banks

WHEREAS, pursuant to Section 1121.02 of the Ohio Revised Code, the Superintendent of the Division of Financial Institutions (the “Division”) has the duty to supervise and regulate banks chartered under the laws of the State of Ohio and in recognition of its goal to maintain the financial soundness of Delaware County Bank & Trust Company, Lewis Center, Ohio (the “Bank”), an Ohio-chartered commercial bank, the Division has agreed to enter into this Written Agreement (the “Agreement”) with the Bank; and

SUBSCRIPTION AND INFORMATION AGENT AGREEMENT
Subscription and Information Agent Agreement • July 18th, 2012 • DCB Financial Corp • State commercial banks • Pennsylvania

This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this __ day of June 6, 2012 by and between, DCB Financial Corp, organized and existing under the laws of Ohio (the “Corporation”), and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).

BRANCH PURCHASE AND ASSUMPTION AGREEMENT BY AND BETWEEN THE DELAWARE COUNTY BANK AND TRUST COMPANY AND MERCHANTS NATIONAL BANK Dated as of January 10, 2014
Branch Purchase and Assumption Agreement • January 13th, 2014 • DCB Financial Corp • State commercial banks • Ohio

This Branch Purchase and Assumption Agreement (the “Agreement”) is made and entered into as of the 10th day of January, 2014, by and between The Delaware County Bank and Trust Company, an Ohio state-chartered bank having its principal office in Lewis Center, Ohio (“Seller”), and Merchants National Bank, a national banking association organized under the laws of the United States having its principal office in Hillsboro, Ohio (“Purchaser”):

SPECIAL INCENTIVE AGREEMENT
Special Incentive Agreement • April 27th, 2012 • DCB Financial Corp • State commercial banks

This Special Incentive Agreement (the “Agreement” ) made and entered into as of the 29th day of Sept., 2011, by and among DCB Financial Corp, a registered bank holding company (“DCBF”), The Delaware County Bank & Trust Company (“DCB&T”, collectively with DCBF, the “Bank” herein), an Ohio-chartered FDIC-insured nonmember bank, and Ronald J. Seiffert, an individual currently residing at 7570 Wills Run Lane, Blacklick, Ohio (“Executive”). The Bank and the Executive will sometimes be referred to herein as the “Parties”.

Extension of Employment Agreement
Extension of Employment Agreement • December 13th, 2013 • DCB Financial Corp • State commercial banks

This Extension of Employment Agreement (the “Extension Agreement”) is made and entered into this 12th day of December 2013 (the “Extension Date”), by and between DCB Financial Corp, a registered bank holding company (“DCBF”), and its wholly-owned subsidiary The Delaware County Bank and Trust Company (“DCB&T”; collectively with DCBF, the “Bank” herein), an Ohio-chartered FDIC-insured non-member bank, and Ronald J. Seiffert, an individual currently residing at 7570 Wills Run Lane, Blacklick, Ohio (“Executive”). The Bank and Executive will be referred to collectively herein sometimes as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2012 • DCB Financial Corp • State commercial banks

This Employment Agreement (the “Agreement”) is made and entered into this 29th day of Sept., 2011, (the “Agreement Date”) by and between DCB Financial Corp, a registered bank holding company (“DCBF”), and its wholly-owned subsidiary The Delaware County Bank and Trust Company (“DCB&T”; collectively with DCBF, the “Bank” herein), an Ohio-chartered FDIC-insured nonmember bank, and Ronald J. Seiffert, an individual currently residing at 7570 Wills Run Lane, Blacklick, Ohio (“Executive”). The Bank and Executive will be referred to collectively herein sometimes as the “Parties.”

AGREEMENT OF PURCHASE AND SALE Between JASS REALTY COMPANY, LLC, as to an undivided seventy percent (70%) tenant-in-common interest, SETH EVAN FRANKENTHAL, as to an undivided ten percent (10%) tenant-in-common interest, JEREMY SCOTT FRANKENTHAL, as to...
Agreement of Purchase and Sale • November 30th, 2015 • DCB Financial Corp • State commercial banks

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made and entered into as of the 24th day of November, 2015 (the “Effective Date”) by and between JASS REALTY COMPANY, LLC, Kentucky limited liability company, as to an undivided seventy percent (70%) tenant-in-common interest (“JASS Realty”), SETH EVAN FRANKENTHAL, as to an undivided ten percent (10%) tenant-in-common interest (“Seth”), JEREMY SCOTT FRANKENTHAL, as to an undivided ten percent (10%) tenant-in-common interest (“Jeremy”), and ANDREW MARC FRANKENTHAL, as to an undivided ten percent (10%) tenant-in-common interest (“Andrew”) (JASS Realty, Seth, Jeremy and Andrew are collectively referred to herein as the “Purchaser”), and 110 RIVERBEND, LLC, an Ohio limited liability company (“Seller”).

STANDBY PURCHASER AGREEMENT FOR COMMON SHARES OF DCB FINANCIAL CORP July 17, 2012
Purchaser Agreement • July 18th, 2012 • DCB Financial Corp • State commercial banks • Ohio

This letter confirms our agreement with respect to the intention of DCBF Financial Corp, an Ohio corporation (“DCBF”), to raise additional capital through a rights offering, of up to 3,475,000 of DCBF’s common shares, no par value per share (the “Common Shares”), to its shareholders of record (the “Rights Offering”) with the participation of standby purchasers for any unsubscribed shares in the Rights Offering. The offering to standby purchasers is hereinafter referred to as the “Offering”.

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