FIRST DEFIANCE FINANCIAL CORP. FORM OF LONG TERM INCENTIVE PLAN PERFORMANCE SHARE UNITS AWARD AGREEMENT

Exhibit 10.1

FIRST DEFIANCE FINANCIAL CORP.

FORM OF LONG TERM INCENTIVE PLAN

PERFORMANCE SHARE UNITS AWARD AGREEMENT

This 20__ Long Term Incentive Plan (“LTIP”) Performance Share Units Award Agreement (this “Agreement”) is made and entered into as of [Date], (the “Grant Date”) by and between First Defiance Financial Corp. (the “Company”) and [Name] (the “Grantee”).

WHEREAS, the Company has adopted the First Defiance Financial Corp. 2018 Equity Incentive Plan (the “Plan”) pursuant to which Performance Share Units (“PSUs”) may be granted; and

WHEREAS, the Compensation Committee of the Board of Directors (the “Committee”) has determined that it is in the best interests of the Company and its shareholders to grant the award of PSUs provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Target Award and Performance Period. The Company hereby grants to the Grantee a target award represented as PSUs as further set forth in Statement of Award attached hereto as Exhibit A and incorporated herein by reference (the “Target Award”). Each PSU represents the right to receive one Common Share, subject to the terms and conditions set forth in this Agreement and the Plan. The Target Award will be determined as a percentage of base salary, and translated into PSU’s based upon the Company’s average stock price for the twenty (20) trading days prior to the approval of the LTIP by the Committee. The actual number of Common Shares that the Grantee earns for the Performance Period will be determined by the level of achievement of the Performance Goals in accordance with Section 2, and is referred to in this Agreement as the “Actual Award.” Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.

The “Performance Period” shall be the period commencing on January 1, 20___, and ending on December 31, 20___ [three-year period].

2. Performance Goals and Average Compensation.

The Actual Award that shall vest and be payable in Common Shares to the Grantee for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Performance Goals listed below and the amount of the Grantee’s average base salary over the Performance Period. In addition to the issuance of Common Shares to the Grantee upon the certification of performance by the Committee as described further below, the Grantee shall receive all dividends on the Common Shares underlying the PSUs, if any, paid prior to the Certification Date (defined below), whether in cash or in the form of additional Company Common Shares, calculated based upon the actual dividends paid to shareholders during the Peformance Period and the Actual Award of PSUs paid to the Grantee. All determinations of whether Performance Goals have been achieved, the adjustments attributed to changes in average base salary, the Actual Award earned by the Grantee, and all other matters related to this Section 2 shall be made by the Committee in its sole discretion.

Promptly following completion of the Performance Period (and no later than sixty (60) days following the end of the Performance Period), the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the number of Common Shares that the Grantee shall earn, if any, subject to compliance with the requirements of Section 3 (the date upon which the Committee certifies performance is referred to in this Agreement as the “Certification Date”). Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

Following the Certification Date, the Actual Award will be reflected on a Statement of Award, the form of which is attached hereto as Exhibit A.

Peer Group:

The “Peer Group” includes the following seventeen (17) organizations:

1st Source Corporation (SRCE)		Midland Bancorp, Inc. (MSBI)
City Holding Company (CHCO)		MidwestOne Financial Group, Inc (MOFG)
Enterprise Financial Services Corp. (EFSC)		Park National (PRK)
First Busey (XXXX)		Peoples Bancorp Inc. (PEBO)
First Commonwealth Financial Corp. (FCF)		QCR Holdings, Inc. (QCRH)
German American Bancorp Inc. (GABC)		Republic Bancorp, Inc. (RBCA)
Great Southern Bancorp, Inc. (GSBC)		S & T Bancorp, Inc. (STBA)
Horizon Bancorp. (HBNC)		Univest Financial Corporation (UVSP)
Lakeland Financial Corporation (LKFN)

The Committee maintains discretion to amend, modify and replace one or more members of the Peer Group when events warrant, such as in the event that a Peer Group member ceases to be a reporting company or is acquired and in other similar circumstances.

Performance Measures, Weightings, Goals, and Payout Calibration:

The performance measures are:

● 3-year average core ROAA will be weighted 50% and be evaluated relative to Peer Group performance; and

● 3-year relative Total Shareholder Return (TSR) will be weighted 50% and be evaluated relative to the Peer Group.

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The table below sets forth the two performance measures, their respective weighting, how performance on each measure will be evaluated (relative to peers or relative to plan) and the goals for threshold performance, target performance and superior performance. Achievement of the threshold performance goal will result in 50% of the target payout, achievement of the target performance goal will result in 100% of target payout for the respective measure, and achievement of the superior performance goal will result in 150% of the target payout for the measure. Payouts for performance between threshold and target, or between target and superior, will be interpolated.

Performance-Payout Table:

				Evaluated		Performance Goals
Performance Measure		Weight		vs.		Threshold		Target		Superior
3-year Average Core ROAA		50%		Peers		25th %ile		50th %ile		75th %ile
3-year Total Shareholder Return (rTSR)		50%		Peers		25th %ile		50th %ile		75th %ile
Payout for Performance Level (% of Target Opportunity):						50%		100%		150%

Definitions:

● 3-year Average Core ROAA: as reported by S&P Global Market Intelligence. The “return on average core assets” means the return on average assets adjusted for merger related costs and expenses; and

● Total Shareholder Return: stock price appreciation measured by comparing the base period stock price, which utilizes the twenty (20) day moving average of the Company’s stock price prior to the start of each calendar year of the Performance Period, with the ending period, which utilizes the twenty (20) day moving average of the Company’s stock price prior to the end of each calendar year of the Performance Period, plus reinvested dividends throughout the Performance Period.

The Committee maintains flexibility and discretion amend, modify, terminate or otherwise adjust the Plan, as necessary, including, but not limited to, adjusting measure definitions, if such adjustments ensure a better comparison relative to the peer group and most appropriately reflect the goals of the LTIP and the Company’s compensation philosophy.

3. Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest and become nonforfeitable on the Certification Date, subject to (a) the achievement of the minimum threshold Performance Goals for payout set forth in Section 2, and (b) the Grantee’s Continuous Service from the Grant Date through the Certification Date. The Actual Award earned upon PSU vesting shall be determined by the Committee based on the level of achievement of the Performance Goals set forth in Section 2 and shall be rounded to the nearest whole Common Share. “Continuous Service” means that the Grantee’s service with the Company as an Employee is not terminated.

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4. Termination of Continuous Service.

(a) Except as otherwise expressly provided in this Agreement, if the Grantee’s Continuous Service terminates for any reason at any time before all of his or her PSUs have vested, the Grantee’s unvested PSUs shall be automatically forfeited upon such termination of Continuous Service, and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.

(b) Notwithstanding Section 4(a):

(i) If the Grantee’s Continuous Service terminates during the Performance Period as a result of the Grantee’s death or Disability, all of the outstanding PSUs will vest in accordance with Section 3, and further provided that the amount to be paid shall be determined in the manner set forth in Section 2, as if the Grantee’s Continuous Service had not terminated; and

(ii) If the Grantee’s Continuous Service terminates before the end of the Performance Period as a result of Retirement, termination by the Company without Cause, or termination by the Grantee for Good Reason, a pro-rata portion of the outstanding PSUs shall vest in proportion to the number of months, including any partial month, elapsed in the Performance Period, and further provided that the amount to be paid shall be determined in the manner set forth in Section 2.

(c) “Good Reason” means the definition of “Good Reason” set forth in the Grantee’s employment, severance, change in control or similar agreement, or in the absence thereof, “Good Reason” means:

(i) a material reduction in the Grantee’s rate of base salary; or

(ii) the Company changes by fifty (50) miles or more the principal location in which the Grantee is required to perform services; or

(iii) the Company terminates, materially amends or materially restricts the Grantee’s participation in, any equity, bonus or equity-based compensation plans or qualified or supplemental retirement plans so that, when considered in the aggregate with any substitute plan or plans, the plans in which the Grantee is participating materially fail to provide him or her with a level of benefits provided in the aggregate by such plans prior to such termination or amendment; or

(iv) the Company materially breaches the provisions of this Agreement.

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A termination of the Grantee’s employment shall not be deemed to be for Good Reason unless (i) the Grantee gives notice to the Company of the existence of the event or condition constituting Good Reason within thirty (30) days after such event or condition initially occurs or exists, (ii) the Company fails to cure such event or condition within thirty (30) days after receiving such notice, and (iii) the Grantee’s termination occurs not later than ninety (90) days after such event or condition initially occurs or exists, in each case without the Grantee’s written consent.

5. Effect of a Change in Control. If there is a Change in Control during the Performance Period, all outstanding PSUs shall be earned and vest at Target Award levels for open years in the Performance period and in the manner set forth in Section 2 for any closed years in the Performance Period, on the effective date of the Change in Control and shall be paid in cash no later than sixty (60) days following the effective date of such Change in Control.

6. Payment of PSUs. Payment in respect of the PSUs earned for the Performance Period shall be made in Common Shares and shall be issued to the Grantee as soon as practicable following the later of the vesting date or the end of the Performance Period and in any event not later than two and one-half (2-1/2) months following the end of the year in which the vesting date or the end of the Performance Period occurs. The Company shall (a) issue and deliver to the Grantee the number of Common Shares equal to the number of vested PSUs, and (b) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the Common Shares delivered to the Grantee.

7. Transferability. Subject to any exceptions set forth in this Agreement or the Plan, the PSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee, except by will or the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the transferee shall hold such PSUs subject to all of the terms and conditions that were applicable to the Grantee immediately prior to such transfer.

8. Rights as Shareholder; Dividend Equivalents.

(a) The Grantee shall not have any rights of a shareholder with respect to the Common Shares underlying the PSUs, including voting rights. Notwithstanding the foregoing, dividends on the Common Shares underlying the PSUs, if any, paid prior to the certification date, whether in cash or in the form of additional Company Common Shares, shall accrue and be deferred and subject to forfeiture if the PSUs granted hereby do not vest with the Grantee on the Certification Date; then paid in cash or shares as applicable, subject to adjustment based upon the Actual Award paid to the Grantee.

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(b) Upon and following the vesting of the PSUs and the issuance of Common Shares, the Grantee shall be the record owner of the Common Shares underlying the PSUs unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting and dividend rights).

9. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee’s Continuous Service at any time, with or without Cause.

10. Adjustments. On any change in the number or kind of outstanding Common Shares of the Company by reason of recapitalization, merger, consolidation, reorganization, separation, liquidation, share split, share dividend, combination of shares or any other change in the corporate structure or Common Shares of the Company, the Company, by action of the Committee, is empowered to make such adjustment, if any, in the number and kind of PSUs subject to this Agreement as it considers appropriate for the protection of the Company and of the Grantee.

11. Tax Liability and Withholding.

(a) The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Common Shares issued upon the vesting of the PSUs and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(i) tendering a cash payment;

(ii) authorizing the Company to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the PSUs; provided, however, that no Common Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or

(iii) delivering to the Company previously owned and unencumbered Common Shares.

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(b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the PSUs or the subsequent sale of any shares, and (ii) does not commit to structure the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.

12. Compliance with Law. The issuance and transfer of Common Shares in connection with the PSUs shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Common Shares may be listed. No Common Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

13. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

14. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Ohio without regard to conflict of law principles.

15. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.

16. PSUs Subject to Plan. The PSUs are in all respects subject to the terms, conditions and provisions of the Agreement and the Plan.

17. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.

18. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

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19. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the PSUs in this Agreement does not create any contractual right or other right to receive any PSUs or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.

20. Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the PSUs, prospectively or retroactively; provided that, no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent.

21. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code.

22. Non-solicitation Covenants. By accepting this Agreement and the Target Award provided for herein, the Grantee agrees that during his or her employment with the Company and/or its subsidiaries and affiliates, including but not limited to Home Savings Bank, and for a period of one year after such employment ceases, either voluntarily or involuntary for any reason, he or she will not, either directly or indirectly:

(a) Solicit, encourage, or induce any person employed by the Company, or attempt to solicit, encourage or induce any person employed by the Company, to terminate his or her employment with the Company or to seek or accept employment with any other person or entity;

(b) Contact or attempt to contact any customer or prospective customer of the Company for whom the Grantee performed any services or had any direct or indirect business contact for the purposes of identifying his or her new association or his or her change of employment or current affiliation;

(c) Contact any customer of the Company for whom the Grantee performed any services or had any direct or indirect business contact for the purpose of soliciting, influencing, enticing, attempting to divert, or inducing any such customers to obtain any product or service offered by the Company from any person or entity other than the Company;

(d) Contact any customer or prospective customer of the Company whose identity or other customer specific information the Grantee obtained or gained access to as an employee of Company for the purpose of soliciting, influencing, enticing, attempting to divert, or inducing any such customers or prospective customers to obtain any product or service provided by the Company from any person or entity other than the Company;

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(e) Accept or provide assistance in the accepting of business from any customers or any prospective customers of the Company for whom the Grantee performed any services or had any direct or indirect business contact, or whose identity or other customer specific information the Grantee obtained or gained access to as an employee of the Company.

Notwithstanding the foregoing non-solicitation provisions of this Agreement, if the Grantee separates employment within one (1) year following a Change in Control that is not pursuant to a transaction approved by the Company’s Board of Directors, then the Grantee’s obligations will cease as of the date of his or her employment termination.

23. No Impact on Other Benefits. Except as otherwise provided in a Grantee’s employment agreement, the value of the Grantee’s PSUs is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

24. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

25. Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

26. Clawback. Notwithstanding any other provisions in this Agreement or the Plan, all payments made to the Grantee pursuant to this Agreement shall be subject to recovery, deduction or clawback (collectively, “Clawback”) under any law, regulation, stock exchange listing requirement requiring Clawback and under the Company’s Incentive Compensation Clawback Policy, as may be amended from time to time.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

First Defiance Financial Corp.

Name: [Name]

Title: [Title]

Name: [Name]

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EXHIBIT A

20     LONG TERM INCENTIVE PLAN

STATEMENT OF AWARD

Grantee’s Name and Address:

[Name]

[Address]

Target Award:                             Performance Share Units