EXHIBIT 10.2 DRAFT ESOP LOAN COMMITMENT LETTER AND ESOP LOAN DOCUMENTSLoan Agreement • November 3rd, 1998 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
PURCHASE AND ASSUMPTION AGREEMENT dated as of June 23, 2009 between AMTRUST BANK and FIRST PLACE BANKPurchase and Assumption Agreement • June 25th, 2009 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of June 23, 2009 (“Agreement”), between AmTrust Bank (“Seller”) and First Place Bank (“Purchaser”).
FORM OF FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF WARREN EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 1998 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
RECITALSStock Option Agreement • June 1st, 2000 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
FIRST PLACE BANK EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2008 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
This AGREEMENT (“Agreement”) is made effective as of July 1, 2008 by and among First Place Bank (the “Bank”), a federally chartered savings association, with its principal administrative office at 185 East Market Street, Warren, Ohio; First Place Financial Corp., a corporation organized under the laws of the State of Delaware, the holding company for the Bank (the “Holding Company”); and Steven R. Lewis (“Executive”).
FIRST PLACE FINANCIAL CORP. EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2004 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
This AGREEMENT (“Agreement”) is made effective as of July 1, 2003, by and between First Place Financial Corp. (the “Holding Company”), a corporation organized under the laws of Delaware, with its principal offices at 185 East Market Street, Warren, Ohio, and Steven R. Lewis (“Executive”). Any reference to “Institution” herein shall mean First Place Bank or any successor thereto.
FORM OF FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF WARREN CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 9th, 1998 • First Place Financial Corp /De/ • Ohio
FORM OF FIRST PLACE FINANCIAL CORP. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 3rd, 1998 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
FORM OF FIRST PLACE FINANCIAL CORP. EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 1998 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
ARTICLE I THE MERGERMerger Agreement • June 1st, 2000 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
FIRST PLACE FINANCIAL CORP. AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2008 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
This AGREEMENT (“Agreement”) originally effective July 1, 2003, by and between First Place Financial Corp. (the “Holding Company”), a corporation organized under the laws of Delaware, with its principal offices at 185 East Market Street, Warren, Ohio, and Steven R. Lewis (“Executive”) is hereby amended effective July 1, 2008. Any reference to “Institution” herein shall mean First Place Bank or any successor thereto.
FORM OF FIRST PLACE FINANCIAL CORP. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 9th, 1998 • First Place Financial Corp /De/ • Delaware
A Division ofEngagement Letter • September 9th, 1998 • First Place Financial Corp /De/
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2006 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
This Employment Agreement is made and entered into by and among The Northern Savings & Loan Company (“Bank”), and Neal Hubbard (“Executive”).
FORM OF FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF WARREN CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 3rd, 1998 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
SUPERVISORY AGREEMENTSupervisory Agreement • March 3rd, 2011 • First Place Financial Corp /De/ • Savings institution, federally chartered
This Supervisory Agreement (Agreement) is made this 1st day of March, 2011, by and through the Board of Directors (Board) of First Place Financial Corp, Warren, Ohio, OTS Docket No. H3282 (Holding Company) and the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Central Region (Regional Director).
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 12th, 2009 • First Place Financial Corp /De/ • Savings institution, federally chartered
This Amendment to Change in Control Severance Agreement is made effective as of March 6, 2009, by and among First Place Bank (“Bank”), a federally chartered savings association; First Place Financial Corp. (“FPFC” or the “Corporation”); and _______________ (“Executive”); and amends that Change in Control Severance Agreement among the parties made effective as of ________________, (the “Agreement”).
FORM OF ------- AGENCY AGREEMENT ---------------- November __, 1998 Charles Webb & Company, a division of Keefe, Bruyette & Woods, Inc. 211 Bradenton Drive Dublin, Ohio 43017-5034Agency Agreement • November 3rd, 1998 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
FORM OF FIRST PLACE FINANCIAL CORP. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 21st, 2007 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
This AGREEMENT is made effective as of , by and between First Place Financial Corp. (the “Holding Company”), a corporation organized under the laws of the State of Delaware, with its principal office at 185 East Market Street, Warren, Ohio, and (“Executive”). The term “Institution” refers to First Federal Savings and Loan Association of Warren, a wholly-owned subsidiary of the Holding Company or any successor thereto.
ARTICLE I THE MERGERMerger Agreement • December 7th, 1999 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
FIRST PLACE BANK CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 15th, 2008 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
This Agreement is effective , and is entered into between First Place Bank (the “Bank”), a federally chartered savings association, 185 East Market Street, Warren, Ohio 44481, and (“Executive”).
FIRST PLACE FINANCIAL CORP. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 15th, 2008 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
This Agreement is made effective as of , and is entered into by and among FIRST PLACE FINANCIAL CORP. (the “Holding Company”), a corporation organized under the laws of the State of Delaware, with its principal office at 185 East Market Street, Warren, Ohio 44481, and (“Executive”). The term “Bank” refers to First Place Bank, a wholly owned subsidiary of the Holding Company or any successor thereto.
SUPERVISORY AGREEMENTSupervisory Agreement • March 3rd, 2011 • First Place Financial Corp /De/ • Savings institution, federally chartered
This Supervisory Agreement (Agreement) is made this 1st day of March, 2011 (Effective Date), by and through the Board of Directors (Board) of First Place Bank, Warren, Ohio, OTS Docket No. 14752 (Association) and the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Central Region (Regional Director);
Exhibit 10.3 [ Form of FFY Voting Agreement ] First Place Financial Corp. 185 East Market Street Warren, Ohio 44482 Ladies and Gentlemen: The undersigned is a director and/or executive officer of FFY Financial Corp. ("FFY") or a director and/or...Voting Agreement • June 8th, 2000 • First Place Financial Corp /De/ • Savings institution, federally chartered
FIRST PLACE FINANCIAL CORP.Incentive Stock Option Award Agreement • December 29th, 2004 • First Place Financial Corp /De/ • Savings institution, federally chartered
This Incentive Stock Option Award Agreement is subject to the terms and conditions of the First Place Financial Corp. 2004 Incentive Plan (the “Plan”). Neither the Plan nor this Incentive Stock Option Award Agreement create any right on the part of any employee to continue in the employ of First Place Bank, First Place Financial Corp. or any Affiliates thereof. All capitalized terms herein shall have the same meaning as those contained in the Plan. The Recipient acknowledges receipt of the Plan, the portions of the First Place Financial Corp. proxy statement outlining terms of the Plan, and First Place’s most recent annual report to shareholders, which was filed with the Securities and Exchange Commission (“SEC”). First Place Financial Corp. will provide the Recipient with any past or currently filed SEC document upon request.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2009 • First Place Financial Corp /De/ • Savings institution, federally chartered
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made effective as of March 6, 2009 by and among ____________________________________ with its principal administrative office at 185 East Market Street, Warren, Ohio 44481-1102, and Steven R. Lewis ("Executive"). The Amendment is intended to supplement and amend that Amended Employment Agreement between the parties with an effective of July 1, 2008 (the “Agreement”). Any reference to “Bank” herein shall mean First Place Bank or any successor thereto.
AGREEMENT AND PLAN OF MERGER BY AND AMONG FIRST PLACE FINANCIAL CORP. AND FIRST PLACE BANK AND THE NORTHERN SAVINGS AND LOAN COMPANY DATED JANUARY 27, 2006Merger Agreement • January 30th, 2006 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 27, 2006 (the “Agreement”), is by and among First Place Financial Corp., a Delaware corporation (“First Place”), First Place Bank, a federal savings association and a wholly owned subsidiary of First Place (the “Bank”) and The Northern Savings and Loan Company, an Ohio-chartered savings and loan institution (“Northern”) (First Place, the Bank and Northern are sometimes collectively referred to herein as the “Parties”).
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 10, 2003 BY AND BETWEEN FIRST PLACE FINANCIAL CORP. AND FRANKLIN BANCORP, INC.Merger Agreement • November 12th, 2003 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 10, 2003, is by and between First Place Financial Corp., a Delaware corporation (“First Place”), and Franklin Bancorp, Inc., a Michigan corporation (“Franklin”) (First Place and Franklin are sometimes collectively referred to herein as the “Parties”).
FORM OF FIRST PLACE FINANCIAL CORP. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 21st, 2007 • First Place Financial Corp /De/ • Savings institution, federally chartered • Delaware
This Agreement is made effective as of January 1, 2003, and is entered into by and among FIRST PLACE FINANCIAL CORP. (the “Holding Company”), a corporation organized under the laws of the State of Delaware, with its principal office at 185 East Market Street, Warren, Ohio 44481, and (“Executive”). The term “Bank” refers to First Place Bank, a wholly owned subsidiary of the Holding Company or any successor thereto.
FORM OF FIRST PLACE BANK CHANGE IN CONTROL SEVERANCE AGREEMENT]Change in Control Severance Agreement • February 9th, 2004 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
This Agreement is effective , 2004, and is entered into among First Place Bank (the “Bank”), a federally chartered savings association, 185 East Market Street, Warren, Ohio 44481, First Place Financial Corp. (the “Holding Company”), a Delaware corporation, 185 East Market Street, Warren, Ohio 44481, and (“Executive”).
MORTGAGE LOAN PURCHASE AGREEMENTMortgage Loan Purchase Agreement • June 25th, 2009 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
This MORTGAGE LOAN PURCHASE AGREEMENT is made and entered into as of June 23, 2009 (the “Agreement”), by and between First Place Bank, a federally chartered savings association, having its principal office at 185 East Market Street, Warren, Ohio 44481-1102 (“Purchaser”), and AmTrust Bank, a federally chartered savings bank, having its principal office at 1801 East 9th Street, Suite 200, Cleveland, Ohio 44114-3103 (the “Seller”).
ELECTION FORM FOR USE BY SHAREHOLDERS OF FRANKLIN BANCORP, INC.Merger Agreement • February 9th, 2004 • First Place Financial Corp /De/ • Savings institution, federally chartered
Pursuant to the terms of the Agreement and Plan of Merger dated as of November 10, 2003 and as amended on February 3, 2004 (collectively the “Merger Agreement”) by and between First Place Financial Corp. (“First Place”) and Franklin Bancorp, Inc. (“Franklin”), the undersigned shareholder(s) of Franklin elects to receive the following form of consideration in connection with the conversion of his or her shares of Franklin common stock, no par value (“Franklin Common Stock”), upon consummation of the merger of Franklin with and into First Place. This election is subject to allocation procedures intended to ensure that 50% of the aggregate consideration paid by First Place to holders of Franklin Common Stock will be First Place common stock, par value $.01 per share (“First Place Common Stock”), with the remaining 50% of the aggregate consideration to be paid in cash, as described in the Proxy Statement/Prospectus filed with the Securities and Exchange Commission on February 9, 2004 (the
United States Department of the Treasury Washington, D.C. 20220 March 13, 2009Securities Purchase Agreement • March 17th, 2009 • First Place Financial Corp /De/ • Savings institution, federally chartered
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.
FIRST PLACE BANK CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 13th, 2006 • First Place Financial Corp /De/ • Savings institution, federally chartered • Ohio
This Agreement is effective , and is entered into between First Place Bank (the “Bank”), a federally chartered savings association, 185 East Market Street, Warren, Ohio 44481, and (“Executive”). This Agreement replaces the Change in Control Severance Agreement between Executive and First Place Bank with the effective date of July 5, 2004.
PURCHASE AND ASSUMPTION AGREEMENT dated as of December 17, 2006 among CITIZENS BANKING CORPORATION and REPUBLIC BANK and FIRST PLACE BANKPurchase and Assumption Agreement • December 22nd, 2006 • First Place Financial Corp /De/ • Savings institution, federally chartered • Michigan
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of December 17, 2006 (“Agreement”), among Citizens Banking Corporation (“Citizens”) and, together with Republic Bank and its successors (“Republic Bank” and together with Citizens, “Seller”) and First Place Bank (“Purchaser”). First Place Financial Corp., a Delaware corporation and parent of Purchaser (“Parent”), is executing this Agreement solely for purposes of Section 12.6.
