Exhibit 10.21




RURBAN
FINANCIAL CORP.


2008
STOCK INCENTIVE PLAN





NONQUALIFIED
STOCK OPTION AWARD AGREEMENT


(For
Employees)





In
recognition of your services to Rurban Financial Corp. (the “Company”) and its
Subsidiaries, the Compensation Committee of the Board of Directors of the
Company (the “Committee”) has granted you a Nonqualified Stock Option (“Option”)
to purchase common shares, without par value, of the Company (“Stock”), subject
to the terms and conditions described in the Rurban Financial Corp. 2008 Stock
Incentive Plan (the “Plan”) and this Nonqualified Stock Option Award Agreement
(“Award Agreement”).




To ensure
you fully understand the terms and conditions of your Option, you should read
the Plan and this Award Agreement carefully.  Capitalized terms that
are not defined in this Award Agreement have the same meanings as in the
Plan.




You
should return a signed copy of this Award Agreement to:




Linda
Hogrefe


Vice
President, Human Resources Manager


Rurban
Financial Corp.


401
Clinton Street


Defiance,
Ohio 43512




1.
            Summary of Your Restricted
      Option




(a)
            Grant
      Date:_______________,
      2010





(b)
            Number of Shares of Stock
      Subject to Your Option:  ___________ shares of
      Stock.





(c)
            Exercise
      Price:  $___________ per share of
  Stock.





2.
            When Your Option Will
      Vest




Your
Option will vest and become exercisable with respect to one-fifth of the Shares
subject to the Option on each of the first, second, third, fourth and fifth
anniversaries of the Grant Date (each an “Anniversary Date”), subject to your
continued employment with the Company or an Affiliate on the applicable
Anniversary Date.  Notwithstanding the foregoing, the Option shall
become fully vested and exercisable upon your death, Disability or
Retirement.




3.
            When You May Exercise Your
      Option and When It Will
Expire




(a)
            In
      General:  In general, you may exercise all or any part of
      the vested portion of your Option at any time prior to the tenth
      anniversary of the Grant Date (the “Expiration Date”), except to the
      extent the Committee determines otherwise upon the occurrence of an
      Applicable Event or as otherwise provided
    below.




1.





(b)
            Effect of
      Termination:  If your employment terminates prior to the
      Expiration Date, your Option will remain exercisable for the period
      specified below:




(i)
            Retirement.  If
      you Retire, the vested portion of your Option may be exercised at any time
      before the earlier of the Expiration Date or one year following your
      Retirement.




(ii)
            Death or
      Disability.  If your employment terminates due to your
      death or Disability, the vested portion of your Option may be exercised at
      any time before the earlier of the Expiration Date or the first
      anniversary of your termination
date.




(iii)
            For Any Reason Other Than
      Retirement, Death or Disability.  If your employment is
      terminated for any reason other than your Retirement, death or Disability:
      (i) the unvested portion of your Option will be forfeited on your
      termination date; and (ii)the vested portion
      of your Option may be exercised at any time before the earlier of the
      Expiration Date or 30 days after your termination
  date.




(c)
            Applicable
      Event:  If there is an Applicable Event, Section 11.5 of
      the Plan will apply to the outstanding and unexercised portion of your
      Option.




4.
            Exercising YourOption




You must
follow the procedures described below to exercise your Option.  If you
do not follow these procedures, your attempted exercise will be
disregarded.




(e)
            Exercise.Your
      Option may be exercised with respect to whole shares of Stock
      only.




(f)
            Procedure. To exercise
      all or any part of the vested portion of your Option, you must (i)
      complete and return a copy of the Nonqualified Stock Option Exercise Form
      (attached to this Award Agreement as Exhibit A); and
      (ii) pay the applicable exercise price for each share of Stock being
      purchased as described in Section
4(c).




(g)
            Payment of Exercise
      Price.  You may pay the exercise price for each share of
      Stock being purchased upon the exercise of the Option: (i) in cash equal
      to the aggregate exercise price of the number of shares
      of  Stock being purchased; (ii) in the form of a personal check
      or money order made payable to “Rurban Financial Corp.” in the amount of
      the aggregate exercise price of the shares of Stock being purchased; (iii)
      by tendering whole shares of Stock owned by you for at least six months
      before the Option is exercised (or such other period established by
      generally accepted accounting principles) with a Fair Market Value equal
      to the aggregate exercise price of the shares of Stock being purchased; or
      (iv) any combination of the
foregoing.




2.




(h)
            Issuance of Shares of
      Stock.As soon as administratively practicable after the
      Company determines that the Option has been validly exercised as to any of
      the shares of Stock, the Company will issue or transfer the relevant
      number of shares of Stock to you. Any fractional shares of Stock resulting
      from the exercise of your Option will be settled in
  cash.




5.
            Other Rules Affecting Your
      Option




(a)           Rights Before Your Option Is
Exercised:  You may not vote or receive any dividends
associated with the Stock underlying the unexercised portion of your
Option.




(b)           Beneficiary
Designation:You may name a beneficiary or beneficiaries to
receive any shares of Stock or exercise any vested portion of your Option that
is unpaid or unexercised at your death by completing and filing with the
Committee a Beneficiary Designation Form.  If you have not completed a
Beneficiary Designation Form or if you wish to change your beneficiary, you may
complete the Beneficiary Designation Form (attached to this Award Agreement as
Exhibit
B).  You do not need to designate a beneficiary now, and no
designation is required to be completed as a condition of exercising your
Option.  However, if you die without completing a Beneficiary
Designation Form or if you do not complete the form correctly, your beneficiary
will be the executor or administrator of your estate, or if no such executor or
administrator has been appointed to the knowledge of the Company, your
beneficiary shall be your spouse or any one or more of your dependents as the
Company may designate.




(c)           Tax
Withholding:The Company will have the right and is hereby
authorized to deduct or withhold an amount sufficient to satisfy federal, state
and local taxes required by law to be withheld with respect to your
Option.  At the sole discretion of the Committee, you may be permitted
to satisfy the foregoing withholding liability by: (i) paying to the Company the
withholding amount in cash, through the delivery or attestation of whole shares
of Stock you have owned for at least the previous six months (or such other
period acceptable under generally accepted accounting principles) with a Fair
Market Value equal to the statutory minimum withholding liability; or (ii) by
having the Company withhold shares of Stock that would otherwise be issued to
you when your Option is settled with a Fair Market Value equal to the statutory
minimum withholding liability.





(d)           Transferring Your
Option:  In general, your Option may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, except by will or the
laws of descent and distribution.  However, as described in Section
5(b), you may complete a Beneficiary Designation Form to name the person who may
exercise your Option if you die before the Option expires.  Also, with
the Committee’s consent, you may be allowed to transfer your Option to an
immediate family member, a partnership consisting solely of immediate family
members, or a trust for the benefit of immediate family members (a “Permissible
Transferee”).  Contact the Company at the address given on the first
page of this Award Agreement if you are interested in transferring your Option
to a Permissible Transferee.




3.




(e)           Adjustments to Your
Options:  If there is a Stock dividend, Stock split,
recapitalization (including payment of an extraordinary dividend), merger,
consolidation, combination, spin-off, distribution of assets to shareholders,
exchange of shares or other similar corporate change affecting the Stock, the
Committee will appropriately adjust the number of shares of Stock underlying
your Option and any other factors, limits or terms affecting your Option.
Notwithstanding the foregoing, any adjustment will comply with Section 409A of
the Code to the extent applicable.





(f)           Restrictions on Transfer of
Stock:Shares of Stock tendered upon exercise of your Option
under this Award Agreement may be subject to any stock transfer orders and other
restrictions that the Committee believes to be advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission,
any exchange, market or other quotation system on or through which the Company’s
securities are then traded, or any applicable federal or state securities
laws.  The Committee may cause a legend or legends to be placed on any
certificates issued under this Award Agreement to make appropriate reference to
any restrictions.





(g)           Tenure:  Nothing in
the Plan or this Award Agreement shall confer upon you the right to continue as
an Employee or Director, as applicable, of the Company or any
Subsidiary.





(h)           Governing Law:  This
Award Agreement will be construed in accordance with and governed by the laws
(other than laws governing conflicts of laws) of the State of Ohio.





(i)      
     Amendment of Award
Agreement:  This Award Agreement may be amended by a written
agreement signed by both parties to this Award Agreement; provided, however,
that the Company may amend this Award Agreement to the extent necessary to
comply with applicable law without your consent or any additional consideration,
even if those amendments eliminate, restrict or reduce your rights under this
Award Agreement.





(j)           Other Terms and
Conditions:  Your Option is subject to the terms and conditions
described in this Award Agreement and the Plan, which is incorporated by
reference into and made a part of this Award Agreement.  You should
read the Plan carefully to ensure you fully understand all the terms and
conditions of your Option.  In the event of a conflict between the
terms of the Plan and the terms of this Award Agreement, the terms of the Plan
will govern.  The Committee has the sole responsibility of
interpreting the Plan and this Award Agreement, and its determination of the
meaning of any provision in the Plan or this Award Agreement shall be binding on
you.





(k)           Signature in
Counterparts:This Award Agreement may be signed in
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument.





*           *           *           *           *




4.




Your
Acknowledgement





By
signing below as the “Participant,” you acknowledge and agree that:





·
            A
      copy of the Plan has been made available to you;
  and


·
            You
      understand and accept the terms and conditions placed on your
      Option.





PARTICIPANT
                                    
                                    RURBAN
      FINANCIAL CORP.Print Name:
                                    
                                    
                                    Print Name:Title:Date:
                                    
                                    
                                    Date:




5.


EXHIBIT
A


RURBAN
FINANCIAL CORP.


2008
STOCK INCENTIVE PLAN





NONQUALIFIED
STOCK OPTION EXERCISE NOTICE


(For
Employees)




By completing this Nonqualified Stock Option Exercise Notice
(“Exercise Notice”) and returning it to the address given below, I elect to buy
the shares of Stock described below.  Capitalized terms not defined in
this Exercise Notice have the same meanings as in the Plan and applicable Award
Agreement.




Note:  A separate
Exercise Notice must be completed each time an Option is exercised
(e.g., if the Optionee is simultaneously exercising an Option to purchase
200 shares that was granted on January 1, 2009 and an Option to purchase
100 shares that was granted on January 1, 2010, you must complete two
Exercise Notices, one for each Option being exercised).




1.
            Affected Option
      Shares:  This Exercise Notice relates to the following
      Option and shares of Stock (fill in the
      blanks):




(a)
            Grant
      Date of
      Option:  __________________________________________________________________




(b)
            Number
      of Shares of Stock Being Purchase with This Exercise
      Notice:  _________________________




(c)
            Exercise
      Price:  The exercise price per share of Stock is
      $_______________________________________




(d)
            Total
      Exercise Price:  The total exercise (multiply 1(b) by
      1(c)) is:
  $______________________________




2.
            Payment of Exercise
      Price:  The total exercise price will be paid by (check
    one):




 ̈
            Personal
      check, bank draft or money order payable to “Rurban Financial
      Corp.”




 ̈
            Through
      the tender of whole shares of Stock that the Optionee has held for at
      least six months (or
      such other period established by generally accepted accounting principles)
      and which have a Fair Market Value equal to the total exercise
      price.




 ̈
            A
      combination of these two methods (the aggregate amount of cash and value
      of shares delivered or attested must be equal to the total exercise
      price).




Notes:
              If:
      (a) the cash, bank
      or money order method of exercise is selected, full payment must be
      included with this Exercise Notice; and (b) you elect the tender form of
      paying the exercise price, you may contact the Company at the address
      given below for further information as to how the choice of payment will
      affect the number of shares of Stock you will
  receive.





3.
            Payment of
      Taxes:  Subject to Section 5(c) of the Award Agreement
      under which the Option was issued, the withholding taxes associated with
      this exercise of the Option will be paid (check
    one):





 ̈
            From
      my payroll checking account.




 ̈
            By
      having the Company withhold shares of Stock that would otherwise be issued
      with respect to this exercise.




6.




4.
            Acknowledgement of Effect of
      Exercise:  By signing below, I acknowledge and agree
      that:




(a)
            I
      fully understand the effect (including the investment effect) of
      exercising the Option and buying the shares of stock and understand that
      there is no guarantee that the value of these shares of Stock will
      appreciate or will not depreciate;




(b)
            This
      Exercise Notice will have no effect if it is not returned to the Company
      at the address given below before the Expiration Date or such other date
      as may be specified in the Award Agreement or, to the extent applicable,
      if full payment of the exercise price is not included;
  and




(c)
            The
      shares of Stock I am buying by completing and returning this Exercise
      Notice will be issued to me as soon as administratively
      practicable.  I will not have any rights as a shareholder of the
      Company until the shares of Stock are
issued.




(Optionee’s
      printed name)(Optionee’s
      signature)Date signed:




A signed
copy of this Exercise Notice must be sent to the following address no later than
the Expiration Date or such other date as may be specified in the Award
Agreement to:




Linda
Hogrefe


Vice
President, Human Resources Manager


Rurban
Financial Corp.


401
Clinton Street


Defiance,
Ohio 43512




*****




Acknowledgement
of Receipt




A signed
copy of the Exercise Notice was received
on:  _______________________.




The
Optionee:




 ̈           Has
effectively exercised the portion of the Option described in the Exercise
Notice; or




 ̈           Has
not effectively exercised the portion of the Option described in the Exercise
Notice because




(describe deficiency)
_________________________________________________________________




By:Date:





Note: Keep a copy of this
Exercise Notice as part of the Plan’s permanent records.




7.


EXHIBIT
B


RURBAN
FINANCIAL CORP.


2008
STOCK INCENTIVE PLAN


BENEFICIARY
DESIGNATION FORM





Primary Beneficiary
Designation.  I designate the following person(s) as my primary
beneficiary or beneficiaries, in the proportion specified, to receive or to
exercise any vested Awards under the Rurban Financial Corp. 2008 Stock Incentive
Plan (the “Plan”) that are unpaid or unexercised at my death:




%  to(Name)
                                                      (Relationship)Address:%  to(Name)
                                                      (Relationship)Address:%  to(Name)
                                                      (Relationship)Address:





Note: You are not required to
name more than one primary beneficiary but, if you do, the sum of these
percentages may not be greater than 100 percent.


Contingent Beneficiary
Designation.  If one or more of my primary beneficiaries dies
before I die, I direct that any vested Awards under the Plan that are unpaid or
unexercised at my death and that might otherwise have been paid to that
beneficiary be:




 ̈           Allocated
to my other named primary beneficiaries in proportion to the allocation given
above (ignoring the interest allocated to the deceased primary beneficiary);
or




 ̈           Allocated,
in the proportion specified, among the following contingent
beneficiaries:





%  to(Name)
                                                      (Relationship)Address:%  to(Name)
                                                      (Relationship)Address:%  to(Name)
                                                      (Relationship)Address:





Note: You are not required to
name more than one contingent beneficiary but, if you do, the sum of these
percentages may not be greater than 100 percent.




(Signature)
                    
                    (Date)(Print
      Name)





Please
return an executed copy of this form to the following: Linda Hogrefe, Vice
President, Human Resources Manager, Rurban Financial Corp., 401 Clinton Street,
Defiance, Ohio 43512.


8.