FIRST PLACE
BANK
CHANGE IN CONTROL SEVERANCE AGREEMENT
This Agreement is
effective
, and is entered into between First Place Bank (the
“Bank”), a federally chartered savings association, 185
East Market Street, Warren, Ohio 44481, and
(“Executive”).
First Place
Financial Corp. (the “Holding Company”) is the
parent holding company of the Bank. By signing this Agreement, the
Holding Company agrees to guarantee the obligations of the
Bank.
The Bank wishes to
provide Executive with certain benefits in event of termination of
Executive’s employment under conditions described below
following a change in control of the Bank or the Holding
Company.
The parties agree
as follows:
1. Term
of Agreement. The initial Term of this Agreement shall
continue from the above effective date through June 30,
2009 . The Term may be extended by the Board of Directors in
one-year increments as set forth below.
2.
Extension of Term. Commencing on July 1,
2008 , and continuing annually thereafter, the Board of
Directors of the Bank (the “Board”) will review this
Agreement, the needs of the Bank, and the Executive’s
performance. The Board may extend the Term of this Agreement for an
additional year or may elect for any reason not to extend the Term.
The Board will include the extension or non-extension in the
minutes of the Board’s meeting and will notify the Executive
of any non-extension within a reasonable time following the board
meeting.
3. Change
in Control followed by Termination of Employment. Upon
occurrence of a Change in Control of the Bank or the Holding
Company followed by termination of Executive’s employment
within two years following the effective date of the Change in
Control, the provisions of Section 5 below shall apply unless
the termination is because of death, disability, retirement, or
Termination for Cause. Executive may elect to terminate the
employment in the event that the Executive suffers any of the
following within the two (2) years following the effective
date of the Change in Control: (i) any material demotion or
reassignment of duties and responsibilities to duties and
responsibilities not consistent with Executive’s experience,
expertise, and position with the Bank prior to the Change in
Control; (ii) any material reduction or removal of title,
office, responsibility, or authority; (iii) any material
reduction in annual compensation or benefits; (iv) relocation of
Executive’s principal office if the relocation increases
Executive’s one-way travel distance to the office by more
than 50 miles. Such election to terminate shall be deemed to be an
involuntary termination provided that (i) Executive provides
written notice to the Bank of the existence of one of the
conditions described above within ninety (90) days of the
initial existence of the condition and the Bank shall be provided
with a period of thirty (30) days during which it may remedy
the condition and not pay the payments or continue the insurance
coverage as set forth in Section 5 below, and (ii) the
date of termination is within two (2) years of the initial
existence of the condition.
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(A)
Change in Control. A “Change in Control”
of the Bank or Holding Company shall mean an event of a nature
that: (i) would be required to be reported in response to
Item 1 of the Current Report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”);
or (ii) results in a Change in Control of the Bank or the
Holding Company within the meaning of the Home Owners’ Loan
Act of 1933, as amended, the Federal Deposit Insurance Act, or
rules and regulations of the Office of Thrift Supervision
(“OTS”) (or its predecessor agency), as in effect on
the date of this Agreement (provided, that in applying the
definition of change in control as set forth under the Rules and
Regulations of the OTS, the Board shall substitute its judgment for
that of the OTS); or (iii) without limitation such a Change in
Control shall be deemed to have occurred at such time as (a) any
“person” (as the term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of voting securities of the Bank or
the Holding Company representing 50% or more of the Bank’s or
the Holding Company’s outstanding voting securities or right
to acquire such securities except for any voting securities of the
Bank purchased by the Holding Company and any voting securities
purchased by any employee benefit plan of the Bank or the Holding
Company, or (b) individuals who constitute the Board on the
date hereof (the “Incumbent Board”) cease for any
reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof whose
election was approved by a vote of at least three-quarters of the
Directors comprising the Incumbent Board, or whose nomination for
election by the Holding Company’s stockholders was approved
by a Nominating Committee solely composed of members which are
Incumbent Board members, shall be, for purposes of this clause (b),
considered as though he were a member of the Incumbent Board, or
(c) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Bank or the Holding
Company or similar transaction occurs or is effectuated in which
the Bank or Holding Company is not the resulting entity.
Notwithstanding the foregoing, “Change in Control”
shall not include a transaction in which First Place Bank merges
with and into another savings association or bank that is also a
wholly owned subsidiary of First Place Financial Corp. and the
following conditions are met: (i) the name of the surviving
entity is First Place Bank or is changed to First Place Bank upon
the closing of the merger; (ii) the headquarters of the
surviving entity is located in, or relocated to, Warren, Ohio;
(iii) the individuals constituting the board of directors of
First Place Bank before the transaction are elected to be the
members of the board of directors of the surviving entity;
(iv) Executive is elected to a senior officer position with
the surviving entity, and such position and the corresponding title
are the same as or equivalent to the position and title held by the
Executive immediately prior to the transaction; and (v) the
surviving entity continues to be bound by all of the terms and
conditions of this Change in Control Severance Agreement or the
surviving entity and Executive enter into a new Change in Control
Severance Agreement with substantially the same terms and
conditions as this Agreement.
(B)
Termination for Cause. “Termination for
Cause” shall mean termination because of Executive’s
personal dishonesty, incompetence, willful misconduct, conduct
damaging the reputation of the Bank or the Holding Company, any
breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any final
cease and desist order, willful violation of any law, rule, or
regulation (other than traffic violations or similar offenses), or
material breach of any provision of this Agreement. Notwithstanding
the foregoing, Executive shall not be deemed to have been
Terminated for
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Cause unless
and until there shall have been delivered to Executive a Notice of
Termination, which shall include a copy of a resolution duly
adopted by the affirmative vote of not less than a majority of the
members of the Board at a meeting of the Board called and held for
that purpose, finding that in the good faith opinion of the Board,
Executive was guilty of conduct justifying Termination for Cause
and specifying the particulars thereof in detail. Upon
determination by the Board, the Bank’s obligation to pay
Executive through the Date of Termination may be subject to offset
depending on the facts and circumstances constituting Cause.
Executive shall not have the right to receive compensation or other
benefits for any period after the Date of Termination for Cause.
During the period beginning on the date of the Notice of
Termination for Cause pursuant to Section 6 hereof through the
Date of Termination for Cause, stock options and related limited
rights granted to Executive under any stock option plan shall not
be exercisable nor shall any unvested awards granted to Executive
under any stock benefit plan of the Bank, the Holding Company, or
any subsidiary or affiliate thereof, vest. At the Date of
Termination for Cause, such stock options and related limited
rights and such unvested awards shall become null and void and
shall not be exercisable by or delivered to Executive at any time
subsequent to such Date of Termination for Cause.
5.
Termination Benefits. Upon the occurrence of a Change
in Control, followed by termination of the Executive’s
employment within two years following the Change in Control due to
(i) Termination by Executive for reasons described in the
second sentence of Section 3 above, or
(ii) Executive’s dismissal by the Bank, the Bank shall
be obligated to Executive as follows:
(A)
Sum Payable. The Bank shall pay Executive, or in the
event of his subsequent death, his beneficiary or beneficiaries, or
his estate, as the case may be, a lump sum equal to two
(2) times Executive’s average annual compensation for
the five most recent taxable years that Executive has been employed
by the Bank or such lesser number of years in the event that
Executive shall have been employed by the Bank for less than five
years. Such average annual compensation shall include base salary,
commissions, bonuses, any other cash compensation, contributions or
accruals on behalf of Executive to any pension and/or profit
sharing plan, contributions to any incentive plan, director or
committee fees, and fringe benefits paid or to be paid to the
Executive in any such year.
(B)
Time of Payment. Such paymen
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