0001193125-12-117627 Sample Contracts

FIRST DEFIANCE FINANCIAL CORP. RESTRICTED STOCK UNIT AWARD AGREEMENT (2012 LONG TERM INCENTIVE)
Equity Incentive Plan • March 15th, 2012 • 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 (2012 Long-Term Incentive) (this “Award Agreement”).

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FIRST DEFIANCE FINANCIAL CORP. LONG-TERM RESTRICTED STOCK UNIT AWARD AGREEMENT (2012 LONG TERM INCENTIVE – TARP APPLICABLE)
2010 Equity Incentive Plan • March 15th, 2012 • First Defiance Financial Corp • Savings institution, federally chartered • Ohio

First Defiance Financial Corp. (the “Company”) hereby grants the undersigned Participant an Award of restricted stock units that is intended to constitute an award of “long-term restricted stock” as defined in 31 C.F.R. Part 30 (the “Award”), subject to the terms and conditions described in the First Defiance Financial Corp. 2010 Equity Incentive Plan (the “Plan”) and this Long-Term Restricted Stock Unit Award Agreement (2012 Long-Term Incentive – TARP Applicable) (this “Award Agreement”).

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