UNITED COMMUNITY FINANCIAL CORP. 1999 LONG-TERM INCENTIVE PLAN AWARD AGREEMENT

EXHIBIT 10.3

UNITED COMMUNITY FINANCIAL CORP.
1999 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. 1999 Long-Term Incentive Plan (the “ Plan ”), as it may be amended from time to time.

RECITALS :

     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

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.

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