First Defiance Financial Corp Sample Contracts

AGREEMENT
Agreement • March 23rd, 2001 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
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FIRST DEFIANCE FINANCIAL CORP. (an Ohio corporation) 1,392,000 Shares of Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • March 29th, 2011 • First Defiance Financial Corp • Savings institution, federally chartered • New York
ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUST
First Defiance Financial Corp • March 21st, 2002 • Savings institution, federally chartered • Ohio
dated as of
Agreement and Plan of Merger • August 9th, 2004 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
Exhibit 10.8 AGREEMENT
8 Agreement • March 21st, 2002 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio
UNDERWRITING AGREEMENT
Underwriting Agreement • June 15th, 2012 • First Defiance Financial Corp • Savings institution, federally chartered • New York
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 2030
First 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”).

EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Severance 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 AGREEMENT
Employment 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 AGREEMENT
Severance 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 AGREEMENT
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 FINANCIAL CORP. LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT
Long Term Incentive Plan • 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 _________________)
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 AGREEMENT
Employment 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 AGREEMENT
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”).

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CHANGE OF CONTROL AND NON-COMPETE AGREEMENT
Change 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. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted 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 (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. HILEMAN
Premier Financial Corp • March 1st, 2022 • 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)
Equity Incentive Plan • 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 PLAN
Restricted 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 MERGER
Agreement 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”).

AGREEMENT AND PLAN OF MERGER BETWEEN FIRST DEFIANCE FINANCIAL CORP. AND UNITED COMMUNITY FINANCIAL CORP. SEPTEMBER 9, 2019
Agreement and Plan of Merger • 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”).

FIRST DEFIANCE FINANCIAL CORP. PERFORMANCE-BASED AWARD AGREEMENT (SHORT-TERM INCENTIVE)
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-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. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (LONG-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 (Long-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).

AGREEMENT AND PLAN OF MERGER dated as of October 2, 2007 by and between FIRST DEFIANCE FINANCIAL CORP. and PAVILION BANCORP, INC.
Agreement and Plan of Merger • October 4th, 2007 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of October 2, 2007, is made and entered into by and between First Defiance Financial Corp., an Ohio corporation (“First Defiance”) and Pavilion Bancorp, Inc., a Michigan corporation (“Pavilion”).

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