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Exhibit 10.3
AMENDMENT TO
CHANGE IN CONTROL SEVERANCE
AGREEMENT
This Amendment
to Change in Control Severance Agreement is made effective as of
March 6, 2009, by and among First Place Bank
(“Bank”), a federally chartered savings association;
First Place Financial Corp . (“FPFC” or the
“Corporation”); and _______________
(“Executive”); and amends that Change in Control
Severance Agreement among the parties made effective as of
________________, (the “Agreement”).
WHEREAS, the
parties are required to amend the Agreement in order to make
changes to comply with certain executive compensation restrictions
imposed on the Bank and FPFC in connection with participation in
the Capital Purchase Program (“CPP”) of the U.S.
Department of Treasury’s (the “Treasury”)
Troubled Asset Relief Program and specifically Section 111 of the
Emergency Economic Stabilization Act of 2008 (the
“EESA”), as amended by Section 7001 of the American
Recovery and Reinvestment Act of 2009 (the
“ARRA”);
NOW THEREFORE, in consideration of the mutual
agreements herein contained, and upon the other terms and
conditions hereinafter provided, the parties agree as
follows:
1. New
Section 21 is hereby added to the Agreement as follows:
21.
Compliance with the Troubled Asset Relief Program
(“TARP”)
(A) Notwithstanding
any provision to the contrary herein, during the period that any
obligation arising from financial assistance provided to the
Corporation under the TARP remains outstanding pursuant to the TARP
Capital Purchase Program (“CPP”) (excluding any period
in which the Federal Government only holds warrants to purchase
common stock of the Corporation), Executive will not receive and
will not be entitled to receive any payment or compensation
pursuant to this Agreement if the receipt of such payment or
compensation alone or when added to any other payment or
compensation received or to be received by Executive from the
Corporation would cause Executive to receive a “golden
parachute payment” within the meaning of Section 111 of the
Emergency Economic Stabilization Act of 2008 (the
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