UNITED COMMUNITY FINANCIAL
CORP.
2007 LONG-TERM INCENTIVE PLAN
AWARD AGREEMENT
THIS AWARD
AGREEMENT (“ Agreement ”) is made to be
effective as of the
day of
, 20 , by and between United
Community Financial Corp. (the “ Company ”) and
«Name» (the “ Grantee ”).
Capitalized terms used in this Agreement and otherwise not defined
herein shall have the meanings given them in the United Community
Financial Corp. 2007 Long-Term Incentive Plan (the “
Plan ”), as it may be amended from time to
time.
WHEREAS, pursuant
to the provisions of the Plan, the Board of Directors of the
Company has appointed a Committee (the “ Committee
”) to administer the Plan; and
WHEREAS, the
Committee has determined that an Award should be granted to the
Grantee upon the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in
consideration of the above premises and intending to be legally
bound by this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to the following:
1. Grant of
Award . The Company hereby grants to the Grantee the award (the
“ Award ”) described in the Statement of Award
attached as Exhibit A and incorporated into this Agreement by
reference (the “ Statement of Award
”).
2. Terms and
Conditions of the Award .
a.
General . The Statement of Award sets forth the exercise
price, if any (the “ Exercise Price ”), to be
paid by the Grantee to the Company upon the exercise of the Award
and the vesting schedule of the Award. The Award cannot be
exercised after the Expiration Date set forth in the Statement of
Award. As described in the Plan, the Award may expire earlier upon
the termination of Grantee’s employment with the Company or
its Subsidiaries. Except as set forth in the Plan, the Award may
not be sold, pledged, assigned, transferred or encumbered other
than by will or by the laws of descent and distribution.
b.
Certain Provisions if the Award is an Option .
(i) The Award may
be exercised in whole or in part only by providing written notice
delivered in person or by mail to the Secretary of the Company at
the Company’s principal office, specifying the number of
Options to be exercised.
(ii) Upon the
exercise of the Award, the Grantee may pay the Exercise Price in
cash, Common Shares or any combination thereof. For purposes of
determining the amount of the purchase price satisfied by payment
in Common Shares, each Common Share shall be valued at its Fair
Market Value on the date of exercise. Upon receipt of the Exercise
Price, the Company or its designated representative shall issue or
cause to be issued to the Grantee a number of Common Shares equal
to the number of Common Shares exercised.
(iii) Neither
Grantee, nor Grantee’s estate or heirs, will have any rights
as a shareholder of the Company with respect to the Common Shares
underlying the Award until the Award has been exercised and a
certificate for the Common Shares being acquired has been issued.
No adjustments will be made for
47
dividends or
other rights if the applicable record date occurs before the
certificate for the Common Shares is issued, except as described in
the Plan.
c.
Certain Provisions for Incentive Stock Options . If this
Award is intended to be an incentive stock option (“
ISO ”) under Section 422 of the Internal Revenue
Code of 1986, as amended (the “ Code ”), the
Grantee acknowledges that, in order for the Award to qualify as an
ISO, the Grantee must comply with the following additional
conditions:
(i) The Grantee
must remain employed by the Company or a Subsidiary at least until
three months before the Option is exercised (or one year in the
case of a Grantee who is disabled within the meaning of
Section 22(e)(3) of the Code);
(ii) The Grantee
may not dispose of the Common Shares acquired upon the exercise of
the Option (i) within two years of the Date of Grant of the
Award (as set forth on the Statement of Award), and
(ii) within one year after the date of the exercise of the
Option; and
(iii) The
aggregate Fair Market Value (determined as of the Date of Grant of
the Award) of the Common Shares with respect to which ISOs are
exercisable under all plans of the Company or a Subsidiary for the
first time by the Grantee during any calendar year shall not exceed
$100,000, or such other limit as may be required by the
Code.
To
the extent that the Grantee does not comply with the foregoing
conditions, such portion of the Option will not be deemed to be an
ISO under the Code with respect to the number of Common Shares that
fail to satisfy each of these conditions.
d.
Certain Provisions if the Award is a Stock Appreciation
Right .
(i) The Award may
be exercised in whole or i
