CHANGE OF CONTROL
AGREEMENT
This CHANGE OF
CONTROL AGREEMENT (hereinafter referred to as this
“Agreement”), is made and entered into as of this 30th
day of March, 2009 (“Effective Date”) by and between
THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO, a savings
bank incorporated under Ohio Law (hereinafter referred to as the
“Company”, a wholly owned subsidiary of United
Community Financial Corp., the “Holding Company”), and
GREGORY G. KRONTIRIS, an individual (herein after referred to as
the “Executive”).
WHEREAS, the
Executive is or shall be employed as the Senior Vice President and
Chief Lending Officer of the Company; and
WHEREAS, the
Executive and the Company desire to enter into this Agreement to
set forth certain terms and conditions of the employment
relationship between the Company and the Executive resulting from a
Change of Control (defined below).
NOW, THEREFORE, in
consideration of the premises and mutual covenants herein
contained, the Company and the Executive, each party intending to
be legally bound, hereby agree as follows:
1.
Term . This Agreement shall be effective as of the Effective
Date set forth above and shall terminate on or before the first
anniversary of the Effective Date in accordance with the terms and
conditions set forth in this Agreement.
2.
Termination of Employment in connection with Change of
Control . In the event that the employment of the Executive is
terminated (as defined below) by the Company within one
(1) year after a Change of Control (defined below) for any
reason other than Cause (defined below), death or disability, or
within one (1) year after a Change of Control the
Executive’s employment is terminated at the Executive’s
option as provided in Section 3 below, then the following
shall occur:
(a) The
Company shall promptly pay to the Executive an amount equal to the
product of one (1) multiplied by the Executive’s “base
amount” as defined in Section 280G(b)(3) of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated
thereunder (hereinafter collectively referred to as
“Section 280G”).
(b) For
purposes of the Agreement, a “Change of Control” shall
mean any one of the following events:
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(i)
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the
acquisition by any person or entity of the ability to control the
election of a majority of the directors of the Holding
Company;
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(ii)
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the
acquisition by any person or entity of “control” of the
Holding Company within the meaning of 12 C.F.R.
Section 303.81(c) (even if the Company and/or the Holding
Company does not satisfy the definition of ‘insured
bank’ at such time); and
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(iii)
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the
sale by the Holding Company of all, or substantially all, of the
assets of the Holding Company; provided; however, that the
sale of
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the Company to,
or a merger of the Company with and into, an entity directly or
indirectly acquired by the Holding Company in or part of a
transaction in which the Company is not the surviving entity shall
not constitute a change of control so long as the present capacity
or circumstances in which the Executive is employed by the Company
does not constitute a Material Adverse Change (defined
below).
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For
purposes of this paragraph, the term “person” refers to
an individual or corporation, partnership, trust, association or
other organization, but does not include the Executive or any
person or persons with whom the Executive is “acting in
concert” within the meaning of 12 C.F.R.
Section 303.81(b).
(c) The
Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement in any way, nor shall any
amounts or benefits received from other employment or otherwise by
the Executive offset in any manner the obligations of the Company
hereunder.
(d) In
the event that any payments pursuant to this Agreement or pursuant
to any other plan, agreement or arrangement would result in or
contribute to the imposition of a penalty tax pursuant to
Section 280G and Internal Revenue Code Section 4999, such
payments shall be reduced to the maximum amount that may be paid
under Section 280G without exceeding such limits. Any such
reduction shall be made consistent with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
and the regulations promulgated thereunder
(“Section 409A”). Any payments made to the
Executive pursuant to this Agreement are subject to and conditioned
upon their compliance with 12 U.S.C. Section 1828(k) and any
regulations promulgated thereunder.
(e) As
used in this Section 2, “Cause” shall mean the
termination of the Execut
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