0001193125-11-302188 Sample Contracts

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”).

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FIRST DEFIANCE FINANCIAL CORP. PERFORMANCE-BASED AWARD AGREEMENT (SHORT-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-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. AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (SHORT TERM INCENTIVE – TARP APPLICABLE)
Performance-Based Restricted Stock Unit Award Agreement • November 8th, 2011 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio

First Defiance Financial Corp. (the “Company”) previously granted 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 a Performance-Based Restricted Stock Unit Award Agreement (Short-Term Incentive – TARP Applicable) (the “Prior 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).

FIRST DEFIANCE FINANCIAL CORP. AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (LONG TERM INCENTIVE – TARP APPLICABLE)
Performance-Based Restricted Stock Unit Award Agreement • November 8th, 2011 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio

First Defiance Financial Corp. (the “Company”) previously granted 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 a Performance-Based Restricted Stock Unit Award Agreement (Long Term Incentive – TARP Applicable) (the “Prior Award Agreement”).

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