FIRST PLACE FINANCIAL
CORP.
CHANGE IN CONTROL SEVERANCE AGREEMENT
This Agreement is
made effective as of
, and is entered into by and among FIRST PLACE FINANCIAL
CORP. (the “Holding Company”), a corporation
organized under the laws of the State of Delaware, with its
principal office at 185 East Market Street, Warren, Ohio 44481, and
(“Executive”). The term “Bank” refers to
First Place Bank , a wholly owned subsidiary of the Holding
Company or any successor thereto.
The Holding
Company and Executive are parties to a Change in Control Agreement
dated
. The Holding Company and Executive have agreed to terminate that
agreement and replace that agreement with this Change in Control
Severance Agreement (“Agreement”).
The parties agree
as follows:
1. Term
of Agreement. The initial term of this Agreement shall
continue in effect for two (2) full years from the above
effective date.
2.
Extension of Term. Commencing on the effective date
of this Agreement, the term of this Agreement shall be extended one
day each day until such time as the Board of Directors of the
Holding Company (“Board”) or Executive elects not to
extend the term of the Agreement by giving written notice, in which
case the term shall be fixed and shall end on the second
anniversary of the date of such written notice.
3. Change
in Control followed by Termination of Employment. Upon
occurrence of a Change in Control of the Holding Company followed
by termination of Executive’s employment with the Holding
Company or the Bank within two (2) years following the
Effective Date of the change in control, the provisions of
Section 5 shall apply unless such termination is because of
death, disability, retirement, or Termination for Cause. Upon the
occurrence of a Change in Control, Executive may elect to terminate
his or her employment in the event that Executive suffers any of
the following within two (2) years following the Effective
Date of the change in control: (i) any material demotion, loss
of title, office, or significant authority or responsibility,
(ii) any material reduction in annual compensation or
benefits, (iii) relocation of Executive’s principal
office if the relocation increases Executive’s one-way travel
distance to the office by more than 50 miles, (iv) failure by
the Holding Company to obtain satisfactory agreement from any
successor to assume the obligations and liabilities of this
Agreement. Such election by Executive to terminate the employment
shall be deemed an involuntary termination provided that
(i) Executive provides notice to the Holding Company of the
existence of one of the conditions described above within ninety
(90) days of the initial existence of the condition, and the
Holding Company 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 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 Holding Company or the Bank 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 its subsidiaries; 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 Holding Company or the Bank, 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 him 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 Holding Company’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 subsidiar
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