FIRST DEFIANCE FINANCIAL CORP. (an Ohio corporation) 1,392,000 Shares of Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2011 • First Defiance Financial Corp • Savings institution, federally chartered • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of October 13, 2004 By and Among FIRST DEFIANCE FINANCIAL CORP., FIRST FEDERAL BANK OF THE MIDWEST, FIRST FEDERAL INTERIM BANKMerger Agreement • October 15th, 2004 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
AGREEMENTEmployment Agreement • March 23rd, 2001 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
Exhibit 10.8 AGREEMENTEmployment Agreement • March 21st, 2002 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "AGREEMENT") is made and entered into this 10th day of April, 1998, by and among First Defiance Financial Corp., an Ohio corporation ("FDFC"); First Federal Savings...Merger Agreement • April 20th, 1998 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
Exhibit 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated this 1st day of January, 2000, by and among First Defiance Financial Corp. ("First Defiance"), an Ohio corporation and savings and loan holding company, First...Employment Agreement • March 21st, 2002 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
Exhibit 10.2 STOCK OPTION AWARD AGREEMENT PURSUANT TO THE FIRST DEFIANCE FINANCIAL CORP. 2001 STOCK OPTION AND INCENTIVE PLAN (Incentive Stock Option) ------------------------ THIS AGREEMENT is made to be effective as of _________________ by and...Stock Option Award Agreement • March 16th, 2005 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
dated as ofMerger Agreement • August 9th, 2004 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUSTManagement Recognition Plan and Trust Agreement • March 21st, 2002 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
PREMIER FINANCIAL CORP. Issuer And Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 30, 2020 to the Indenture Dated as of September 30, 2020 Subordinated Notes due 2030First Supplemental Indenture • September 30th, 2020 • Premier Financial Corp • State commercial banks • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 30, 2020, between PREMIER FINANCIAL CORP., an Ohio corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (“Trustee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2012 • First Defiance Financial Corp • Savings institution, federally chartered • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2021 • Premier Financial Corp • State commercial banks • Ohio
AGREEMENT, dated this 4th day of March, 2019, among First Defiance Financial Corp. (“First Defiance”), an Ohio-chartered corporation and savings and loan holding company, First Federal Bank of the Midwest (“First Federal”), a federally-chartered stock savings bank, both of which are located in Defiance, Ohio, and Vince Liuzzi (the “Executive”). First Defiance and First Federal are referred to jointly herein as the “Companies.”
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • June 18th, 2020 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
THIS SEVERANCE AND CHANGE IN CONTROL AGREEMENT (this “Agreement”), is entered into this ___ day of _____, 20__ (“Effective Date”) by and among United Community Financial Corp., a bank holding company incorporated under Ohio law (“UCFC”), Home Savings Bank, an Ohio charted bank (“Home Savings”) (collectively with UCFC, the “Company”) and _________, an individual (hereinafter referred to as the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2007 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
AGREEMENT, dated this 27th day of September, 2007, among First Defiance Financial Corp. ("First Defiance") an Ohio-chartered corporation and savings and loan holding company, First Federal Bank of the Midwest ("First Federal"), a federally chartered stock savings bank, both of which are located in Defiance, Ohio, and Gregory R. Allen (the "Executive"). First Defiance and First Federal are referred to jointly herein as the "Companies."
PREMIER FINANCIAL CORP. RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Director)Restricted Stock Award Agreement • February 28th, 2024 • Premier Financial Corp • State commercial banks • Ohio
This Restricted Stock Award Agreement (this “Agreement”) is made as the Grant Date set forth above by and between Premier Financial Corp., an Ohio corporation (the “Company”), and the Grantee identified above. Undefined capitalized terms used in this Agreement shall have the meanings set forth in the 2018 Equity Incentive Plan (the “2018 Plan”).
PREMIER BANK SEVERANCE AND CHANGE IN CONTROL PROTECTION AGREEMENTSeverance and Change in Control Protection Agreement • February 28th, 2024 • Premier Financial Corp • State commercial banks • Ohio
This Severance and Change in Control Protection Agreement (this “Agreement”), dated as of April 1, 2022 (the “Effective Date”), is entered into by and between Premier Bank (the “Company”), and Shannon M. Kuhl (the “Executive” and, together with the Company, the “Parties”).
PREMIER FINANCIAL CORP. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 28th, 2024 • Premier Financial Corp • State commercial banks • Ohio
This Restricted Stock Award Agreement (this “Agreement”) is made as the Grant Date set forth above by and between Premier Financial Corp., an Ohio corporation (the “Company”), and the Grantee identified above. Undefined capitalized terms used in this Agreement shall have the meanings set forth in the 2018 Equity Incentive Plan (the “2018 Plan”).
PREMIER FINANCIAL CORP. LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENTLong-Term Incentive Plan Performance Share Units Award Agreement • February 28th, 2024 • Premier Financial Corp • State commercial banks • Ohio
This Long Term Incentive Plan (“LTIP”) Performance Share Units Award Agreement (this “Agreement”) is made and entered into as of the Grant Date set forth above by and between Premier Financial Corp. (the “Company”) and the Grantee identified above. Undefined capitalized terms used in this Agreement shall have the meanings set forth in the 2018 Equity Incentive Plan (the “Plan”).
STOCK OPTION AWARD AGREEMENT PURSUANT TO THE FIRST DEFIANCE FINANCIAL CORP. (Incentive Stock Option)Stock Option Award Agreement • March 3rd, 2010 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
THIS AGREEMENT is made to be effective as of April 23, 2009, by and between First Defiance Financial Corp. (the “Company”) and (the “Optionee”).
FIRST DEFIANCE FINANCIAL CORP. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (20__ LONG-TERM EQUITY _________________)Performance-Based Restricted Stock Unit Award Agreement • February 28th, 2019 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
First Defiance Financial Corp. (the “Company”) hereby grants the undersigned Participant a Performance Award (the “Award”), subject to the terms and conditions described in the First Defiance Financial Corp. 2018 Equity Incentive Plan (the “Plan”) and this Performance-Based Award Agreement (20__ Long-Term Equity) (this “Award Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2019 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 9th day of September, 2019 by and among First Defiance Financial Corp. (“First Defiance”), an Ohio-chartered corporation and savings and loan holding company, First Federal Bank of the Midwest (“First Federal”), a federally chartered stock savings bank, both of which are located in Defiance, Ohio (collectively, the “Company”), and Donald P. Hileman, an individual (hereinafter referred to as “Executive”).
FIRST DEFIANCE FINANCIAL CORP. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Award Agreement • February 28th, 2019 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
First Defiance Financial Corp. (the “Company”) hereby grants the undersigned Participant a Performance Award (the “Award”), subject to the terms and conditions described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the “Plan”) and this Performance-Based Award Agreement (______ Long-Term Incentive Equity Award) (this “Award Agreement”).
Restricted Stock Award Agreement FIRST DEFIANCE FINANCIAL CORP. 2010 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 4th, 2019 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
First Defiance Financial Corp. (the “Company”) hereby grants the undersigned Participant an Award consisting of Shares of Restricted Stock in the Company, subject to the terms and conditions described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the “Plan”) and this Restricted Stock Award Agreement (this “Award Agreement”).
CHANGE OF CONTROL AND NON-COMPETE AGREEMENTChange of Control and Non-Compete Agreement • February 27th, 2015 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
THIS CHANGE OF CONTROL AND NON-COMPETE AGREEMENT (this "Agreement") is entered into as of the 13 day of September 2001, by and between First Defiance Financial Corp. (the “Company”), an Ohio corporation and thrift holding company, and Dennis E. Rose, Jr., an individual (the "Employee")
FIRST DEFIANCE FINANCIAL CORP. PERFORMANCE-BASED AWARD AGREEMENT (LONG-TERM INCENTIVE)Performance-Based Award Agreement • November 8th, 2011 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
First Defiance Financial Corp. (the “Company”) hereby grants the undersigned Participant a Performance Award, subject to the terms and conditions described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the “Plan”) and this Performance-Based Award Agreement (Long-Term Incentive) (this “Award Agreement”).
FIRST DEFIANCE FINANCIAL CORP. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 7th, 2018 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
First Defiance Financial Corp. (the "Company") hereby grants the undersigned Participant a Restricted Stock Unit Award (the "Award"), subject to the terms and conditions described in the First Defiance Financial Corp. 2018 Equity Incentive Plan (the "Plan") and this Restricted Stock Unit Award Agreement (this "Award Agreement").
FIRST DEFIANCE FINANCIAL CORP.Performance-Based Restricted Stock Unit Award Agreement • January 21st, 2020 • First Defiance Financial Corp • Savings institution, federally chartered
This Amendment to Performance-Based Restricted Stock Unit Award Agreements (this “Amendment Agreement”) is made and entered into by and between First Defiance Financial Corp. (the “Company”) and Donald P. Hileman (the “Participant,” and together with the Company, the “Parties”).
FIRST DEFIANCE FINANCIAL CORP. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (SHORT TERM INCENTIVE – TARP APPLICABLE)Performance-Based Restricted Stock Unit Award Agreement • August 19th, 2011 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
First Defiance Financial Corp. (the “Company”) hereby grants the undersigned Participant an Award of Performance-Based Restricted Stock Units (the “RSUs”), subject to the terms and conditions described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the “Plan”) and this Performance-Based Restricted Stock Unit Award Agreement (Short-Term Incentive – TARP Applicable) (this “Award Agreement”). Each whole or fractional RSU entitles the Participant to receive a cash payment equal to the Fair Market Value of a Share on the Payment Date (as defined below).
AMENDMENT TO PERFORMANCE SHARE UNITS AWARD AGREEMENTS OF DONALD P. HILEMANPerformance Share Units Award Agreement • March 1st, 2022 • Premier Financial Corp • State commercial banks
This Amendment to Performance Share Units Award Agreements of Donald P. Hileman (this “Amendment”) is entered into effective April 1, 2021 by and between Premier Financial Corp. (the “Company”) and Donald P. Hileman (the “Grantee”).
FIRST DEFIANCE FINANCIAL CORP. PERFORMANCE-BASED AWARD AGREEMENT (SHORT-TERM INCENTIVE)Performance-Based Award Agreement • August 19th, 2011 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
First Defiance Financial Corp. (the “Company”) hereby grants the undersigned Participant a Performance-Based Award subject to the terms and conditions described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the “Plan”) and this Performance-Based Award Agreement (Short-Term Incentive) (this “Award Agreement”).
FIRST DEFIANCE FINANCIAL CORP. 2018 EQUITY INCENTIVE PLANRestricted Stock Unit Award Agreement • March 12th, 2021 • Premier Financial Corp • State commercial banks • Ohio
Premier Financial Corp. (the “Company”) formerly known as First Defiance Financial Corp., hereby grants the undersigned Participant a Restricted Stock Unit Award (the "Award"), subject to the terms and conditions described in the First Defiance Financial Corp. 2018 Equity Incentive Plan (the "Plan") and this Restricted Stock Unit Award Agreement (this "Award Agreement").
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 28th, 2017 • First Defiance Financial Corp • Savings institution, federally chartered
THIS AMENDMENT (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 23, 2016 (the “Merger Agreement”), by and between FIRST DEFIANCE FINANCIAL CORP., an Ohio corporation (“First Defiance”), and COMMERCIAL BANCSHARES, INC., an Ohio corporation (“Commercial Bancshares”), is made and entered into by First Defiance and Commercial Bancshares to be effective as of October 31, 2016. Capitalized terms used, but not defined, in this Amendment which are defined in the Merger Agreement will have the meanings given to them in the Merger Agreement.
FIRST DEFIANCE FINANCIAL CORP. RESTRICTED STOCK AWARD AGREEMENT (with TARP limitations)Restricted Stock Award Agreement • March 4th, 2011 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
First Defiance Financial Corp. (the “Company”) hereby grants the undersigned Participant an award of Shares of Restricted Stock, subject to the terms and conditions described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the “Plan”) and this Restricted Stock Award Agreement (this “Award Agreement”).
Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated this 30th day of December 1998, by and among First Federal Savings and Loan ("First Federal"), a federally chartered savings bank located in Defiance, Ohio, and...Employment Agreement • March 21st, 2003 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
AGREEMENT AND PLAN OF MERGER BETWEEN FIRST DEFIANCE FINANCIAL CORP. AND UNITED COMMUNITY FINANCIAL CORP. SEPTEMBER 9, 2019Merger Agreement • September 10th, 2019 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
THIS AGREEMENT AND PLAN OF MERGER (together with all exhibits and schedules, this “Agreement”) is entered into as of September 9, 2019, by and between First Defiance Financial Corp., an Ohio corporation (“First Defiance”), and United Community Financial Corp., an Ohio corporation (“United Community”).
