and shall have all powers that commonly are incident to the office of Chief Financial Officer andTreasurer or that, consistent therewith, are delegated to him by the Board of Directors or by theChief Executive Officer and/or President of the Company.     (b) **Devotion of Entire Time to the Business of the Company**. The Executive shall devote hisentire productive time, ability and attention during normal business hours throughout the Term tothe faithful performance of his duties under this Agreement. The Executive shall not directly orindirectly render any services of a business, commercial or professional nature to any person ororganization other than the Company, United Community Financial Corp. (hereinafter referred to asthe “Holding Company”), or its subsidiaries without the prior written consent of the Board ofDirectors of the Company; provided, however, that the Executive shall not be precluded from (i)vacations and other leave time in accordance with Section 3 (d) below, (ii) reasonableparticipation in community, civic, charitable or similar organizations, (iii) reasonableparticipation in industry-related activities, including, but not limited to, attending state andnational trade association meetings and serving as an officer, director or trustee of a state ornational trade association or Federal Home Loan Bank, (iv) serving as an officer or director of theHolding Company or its subsidiaries and receiving a salary, director’s fees or other compensationor benefits, as appropriate, or (v) pursuing personal investments that do not interfere or conflictwith the performance of the Executive’s duties to the Company.     (c) **Standards**. During the Term of this Agreement, the Executive shall perform his duties inaccordance with such reasonable standards expected of executives with comparable positions incomparable organizations and as may be established from time to time by the Board of Directors.**3. Remuneration.**     (a) **Base Compensation**. The Executive shall receive during the Term compensation establishedby the Board of Directors or Compensation Committee of the Company or the Holding Company, andshall include a base salary of not less than One Hundred and Eighty Thousand Dollars ($180,000.00)per year.     (b) **Annual Review**. On or about December 31 of each year, commencing during the year includingthe Effective Date, the annual base salary of the Executive shall be reviewed by the Board ofDirectors or Compensation Committee of the Company or the Holding Company and shall be set at anamount not less than One Hundred and Eighty Thousand Dollars ($180,000.00), based upon theExecutive’s individual performance and such other factors as the Board of Directors may deemappropriate.     (c) **Executive Benefit Programs**. During the Term, the Executive shall be entitled toparticipate in all formally established benefit, bonus, insurance, profit sharing plans, stockbenefit plans and similar programs (hereinafter collectively referred to as “Benefit Plans”), inaccordance with the terms and conditions of such Benefit Plans that are maintained by the Companyor the Holding Company from time to time and all Executive benefit plans or programs hereafteradopted in writing by the Board of Directors of the Company or the Holding Company for which seniormanagement personnel of the Company are eligible.10.4-2
 

 
Notwithstanding any statement to the contrary contained elsewhere in this Agreement, the Company orthe Holding Company, as applicable, may at any time discontinue or terminate any Benefit Plan nowexisting or hereafter adopted, to the extent permitted by the terms of such Benefit Plan, and shallnot be required to compensate the Executive for such discontinuance or termination to the extentsuch discontinuance or termination pertains to all employees of the Company or the Holding Companywho are eligible participants at the time.     (d) **Vacation and Sick Leave**. The Executive shall be entitled, without loss of pay, to beabsent voluntarily from the performance of his duties under this Agreement, in accordance with thepolicies periodically established by the Board of Directors of the Company for senior managementofficials of the Company. The Executive shall be entitled to annual sick leave in accordance withthe policies periodically established by the Board of Directors of the Company for seniormanagement officials of the Company.     (e) **Expenses**. The Company shall pay or reimburse the Executive for reasonable travel,entertainment and miscellaneous expenses incurred in connection with the performance of his dutiesunder this Agreement, including participation in industry-related activities upon furnishing timelydocumentation to the Company of such expenses incurred.**4. Termination of Employment.**     (a) **General**. The employment of the Executive shall terminate at any time during the Term: (i)at the option of the Company, upon the delivery by the Company of written notice of termination tothe Executive with or without “Cause” (as defined hereinafter), or (ii) at the option of theExecutive, upon delivery by the Executive of written notice of termination to the Company if thepresent capacity or circumstances in which the Executive is employed are materially adverselychanged (including, but not limited to, a material reduction in responsibilities or authority orthe assignment of duties or responsibilities substantially inconsistent with those normallyassociated with the Executive’s position described in Section 2 (a) of this Agreement, change oftitle or removal as a director of the Company or the Holding Company, the requirement that theExecutive regularly perform his principal executive functions more than thirty-five (35) miles fromhis primary office as it existed on the date of this Agreement or the Executive’s benefits providedunder this Agreement are reduced, unless the benefit reductions are part of a Company-widereduction. The following subsections (b), (c), (d) and (e) of this Section 4 shall govern theobligations of the Company to the Executive upon the occurrence of the events described in suchsubparagraphs. If the Executive terminates this Agreement without the written consent of theCompany, other than pursuant to Section 4(a)(ii) of this Agreement, the Executive shall notreceive, and shall have no right to receive, any compensation or other benefits for any periodafter such termination and the Executive shall not engage in the financial institutions business asa director, officer, Executive or consultant for any business or enterprise that competes with theprincipal business of the Company or the Holding Company or any of their subsidiaries within anycounty in which the Company or the Holding Company has an office for the unexpired Term of thisAgreement. The provisions of this subparagraph 4(a) shall survive the termination of thisAgreement.10.4-3
 

 
     (b) **Termination for Cause**. In the event that the Company terminates the employment of theExecutive during the Term because of the Executive’s personal dishonesty, incompetence, willfulmisconduct, breach of fiduciary duty involving personal profit, intentional failure or refusal toperform the duties and responsibilities assigned in this Agreement, willful violation of any law,rule or regulation (other than traffic violations or other minor offenses), or finalcease-and-desist order or material breach of any provision of this Agreement (hereinaftercollectively referred to as “Cause”), the Executive shall not receive, and shall have no right toreceive, any compensation or other benefits for any period after such termination.     (c) **Termination in Connection with Change of Control**. In the event that the employment of theExecutive is terminated by Company within one (1) year before or after a Change of Control(hereinafter defined) for any reason other than Cause, death, or disability, or within one (1) yearbefore or after a Change of Control the Executive’s employment is terminated at the Executive’soption as provided in Section 4 (a) (ii) above, then the following shall occur:          (i) The Company shall promptly pay to the Executive or to his beneficiaries, dependents orestate an amount equal to the product of three (3) multiplied by the Executive’s “base amount” asdefined in Section 280G(b) (3) of the Internal Revenue Code of 1986, as amended, and theregulations promulgated thereunder less one dollar ($1.00) (hereinafter collectively referred to as“Section 280G”).          (ii) The Executive, his dependents, beneficiaries and estate shall: continue to be covered atthe Company’s expense under all health and welfare benefit plans of the Company in which theExecutive was a participant prior to the effective date of the termination of his employment as ifthe Executive were still employed under this Agreement until the earlier of the expiration of theTerm or the date on which the Executive is included in another employer’s benefit plans as afull-time Executive; be eligible for benefit distribution from any of the Company’s stock benefitplans in accordance with the terms and conditions of any such plans; but the Executive shall notaccrue any further benefit, vesting, or service credits under any qualified retirement plansmaintained by the Company after the effective date of the Executive’s termination of employment.          (iii) The Executive shall not be required to mitigate the amount of any payment provided forin this Agreement by seeking other employment or otherwise, nor shall any amounts received fromother employment or otherwise by the Executive offset in any manner the obligations of the Companyhereunder, except as specifically stated in subparagraph (ii) above.          (iv) For purposes of this Agreement, a “Change of Control” shall mean any one of the followingevents:          (A) the acquisition of ownership or power to vote more than 20% of the voting stock ofthe Company or the Holding Company, provided that acquisition of ownership or power to voteby a qualified employee stock ownership plan sponsored by the Company shall not beconsidered a Change of Control;10.4-4
 

 
          (B) the acquisition of the ability to control the election of a majority of thedirectors of Company or the Holding Company          (C) during any period of three or less consecutive years individuals who at thebeginning of such period constitute the Board of Directors of the Company or the HoldingCompany cease for any reason to constitute at least a majority thereof; provided, however,that any individual whose election or nomination for election as a member of the Board ofDirectors of the Company or the Holding Company was approved by a vote of at leasttwo-thirds of the directors then in office shall be considered to have continued to be amember of the Board of Directors of the Company or the Holding Company;          (D) the acquisition of “control” of the Company, within the meaning of 12 C.F.R.Section 303.81(c), by any individual or corporation, partnership, trust, association orother organization other than the Executive and any person, corporation, partnership, trust,association or other organization with whom the Executive is “acting in concert” within themeaning of 12 C.F.R. Section 303.81 (b); or          (E) an event that would be required to be reported in response to Item 1 (a) of Form8-K or Item 6 (e) of Schedule 14A pursuant to the Securities Exchange Act of 1934, asamended (hereinafter referred to as the “Exchange Act”), or any successor thereto, whetheror not any class of securities of the Corporation is registered under the Exchange Act.          (v) In the event that any payments pursuant to this Section 4(c) would result in or contributeto the imposition of a penalty tax pursuant to Section 280G and Internal Revenue Code Section 4999,such payments shall be reduced to the maximum amount that may be paid under Section 280G withoutexceeding such limits. Any payments made to the Executive pursuant to this Agreement are subjectto and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulationspromulgated thereunder.          (vi) In the event the Executive’s employment terminates pursuant to this Section 4 (c), theExecutive shall not engage in the financial institutions business as a director, officer, executiveor consultant for any business or enterprise which competes with the principal business of theCompany or the Holding Company or any of their subsidiaries within any county in which the Companyor the Holding Company has an office for a period of eight (8) months from the Executive’s date ofemployment termination. In exchange for Executive’s agreement concerning non-competition, theCompany agrees to pay Executive eight (8) months of base salary.     (d) **Death of the Executive**. The Term shall automatically expire upon the death of theExecutive. In such event, the Executive’s estate shall be entitled to receive the Executive’smonthly base salary continuation for ninety (90) days following the day death occurred, except asotherwise specified herein.10.4-5
 

 
     (e) **Disability of the Executive**. If the Executive is unable to perform the essentialfunctions of the position assigned by reason of illness or incapacity for a period up to onehundred and fifty (150) consecutive days, then, despite the Company’s efforts to reasonablyaccommodate such illness or incapacity, the Company may terminate this Agreement upon writtennotice to Executive. Upon termination, the Executive may be eligible for long term disabilitybenefits under the Company’s disability plan, subject to the terms and conditions of that plan. Inthe event that the Executive is (and continues to be) eligible for long term disability benefitsunder the Company’s disability plan, then the Executive shall be entitled to be covered under thehealth and life insurance welfare benefits plans in which the Executive was a participant prior tothe effective date of the termination of his employment as if the Executive were still employedunder this Agreement for a period of two (2) years after the effective date of the Executive’stermination of employment; be eligible for benefit distribution from any of the Company’s stockbenefit plans in accordance with the terms and conditions of any such plans; but the Executiveshall not accrue any further benefit, vesting, or service credits under any qualified retirementplans maintained by the Company after the effective date of the Executive’s termination ofemployment.     (f) **Other Termination**. In the event that the employment of the Executive is terminated by theCompany before expiration of the Term for any reason other than death, termination for Cause ortermination in connection with a Change of Control, or disability, then the following shall occur:          (i) The Company shall be obligated to continue to pay on at least a monthly basis, until theexpiration of the Term, to the Executive, his designated beneficiaries or his estate, the totalcompensation in effect at the time of termination pursuant to Section 3 above, plus a cash bonusequal to the cash bonus, if any, paid to the Executive in the twelve month period prior to thetermination of employment.          (ii) The Executive shall (A) continue to be covered at the Executive’s expense under allhealth and welfare benefits plans in which the Executive was a participant prior to the effectivedate of the termination of his employment as if the Executive were still employed under thisAgreement until the earlier of the expiration of the Term or the date on which the Executive isincluded in another employer’s benefit plans as a full-time Executive, and (B) be eligible forbenefit distribution from any of the Company’s stock benefit plans in accordance with the terms andconditions of any such plans; provided, however, that the Executive shall not accrue any furtherbenefit, vesting, or service credits under any qualified retirement plans maintained by the Companyafter the effective date of the Executive’s termination of employment.          (iii) The Executive shall not be required to mitigate the amount of any payment provided forin this Agreement by seeking other employment or otherwise, nor shall any amounts received fromother employment or otherwise by the Executive offset in any manner the obligations of the Companyhereunder, except as specifically stated in subparagraph (ii) above.**5. Withholding**. All payments required to be made by the Company hereunder to the Executive shallbe subject to the withholding of such amounts, if any, relating to Federal, State10.4-6
 

 
and local tax and other payroll deductions as the Company may reasonably determine should bewithheld pursuant to any applicable law or regulation.**6. Indemnification; Insurance.**     (a) **Indemnification**. The Company agrees to indemnify the Executive and his heirs, executors,and administrators to the fullest extent permitted under applicable law and regulations, including,without limitation 12 U.S.C. Section 1828(k), against any and all expenses and liabilitiesreasonably incurred by the Executive in connection with or arising out of any action, suit orproceeding in which the Executive may be involved by reason of having been a director or officer ofthe Bank or any of its subsidiaries, whether or not the Executive is a director or officer at thetime of incurring any such expenses or liabilities. Such expenses and liabilities shall include,but shall not be limited to, judgments, court costs and attorney’s fees and the cost of reasonablesettlements. The Executive shall be entitled to indemnification in respect of a settlement only ifthe Board of Directors of the Company has approved such settlement. Notwithstanding anythingherein to the contrary, (I) indemnification for expenses shall not extend to matters for which theExecutive has been terminated for, and (ii) the obligations of this Section shall survive thetermination of this Agreement. Nothing contained herein shall be deemed to provide indemnificationprohibited by applicable law or regulation.     (b) **Insurance**. During the Term of the Agreement, the Company shall provide the Executive withcoverage under a directors’ and officers’ liability policy at the Company’s expense, at leastequivalent to such coverage otherwise provided to the other directors and senior officers of theCompany.**7. Special Regulatory Events**. Notwithstanding the provisions of Section 4 of this Agreement, theobligations of the Company to the Executive shall be as follows in the event of the followingcircumstances:     (a) If the Executive is suspended and/or temporarily prohibited from participating in theconduct of the Company’s affairs by a notice served under section 8(e)(3) or 8(g)(1) of the FederalDeposit Insurance Act (hereinafter referred to as the “FDIA”), the Company’s obligations under thisAgreement shall be suspended as of the date of service of such notice, unless stayed by appropriateproceedings. If the charges in the notice are dismissed, the Company may pay the Executive all orpart of the compensation withheld while the obligations in this Agreement were suspended andreinstate, in whole or in part, any of the obligations that were suspended;     (b) If the Executive is removed and/or permanently prohibited from participating in theconduct of the Company’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the FDIA,all obligations of the Company under this Agreement shall terminate as of the effective date ofsuch order; provided, however, that vested rights of the Executive shall not be affected by suchtermination; or10.4-7
 

 
     (c) If the Company is in default, as defined in section 3(x)(1) of the FDIA, all obligationsunder this Agreement shall terminate as of the date of default; provided, however, that vestedrights of the Executive shall not be affected.**8. Consolidation, Merger or Sale of Assets**. Nothing in this Agreement shall preclude the Companyor the Holding Company from consolidating with, merging into, or transferring all, or substantiallyall, of their assets to another corporation that assumes all their obligations and undertakingshereunder. Upon such a consolidation, merger or transfer of assets, the term “Company” as usedherein, shall mean such other corporation or entity, and this Agreement shall continue in fullforce and effect.**9. Confidential Information**. The Executive acknowledges that during his employment he will learnand have access to confidential information regarding the Company and its customers and businesses.The Executive agrees not to disclose or use for his own benefit, or the benefit of any otherperson or entity, any confidential information, unless or until the Company consents to suchdisclosure or use of such information is otherwise legally in the public domain. The Executiveshall not knowingly disclose or reveal to any unauthorized person any confidential informationrelating to the Holding Company, its subsidiaries, or affiliates, or any of the businesses operatedby them, and the Executive confirms that such information constitutes the exclusive property of theCompany. The provisions of this Section 9 shall survive the termination or expiration of thisAgreement.**10. Non-Assignability**. Neither this Agreement nor any right or interest hereunder shall beassignable by the Executive, by the Executive, his beneficiaries or legal representatives withoutthe Company’s prior written consent; provided, however, that nothing in this Section 10 shallpreclude the Executive from designating a beneficiary to receive any benefits payable hereunderupon his death or the executors, administrators or legal representatives of the Executive or hisestate from assigning any rights hereunder to the person or persons entitled thereto.**11. No Attachment**. Except as required by law, no right to receive payment under this Agreementshall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge,pledge or hypothecation or to execution, attachment, levy, or similar process of assignment byoperation of law, and any attempt, voluntary or involuntary, to effect any such action shall benull, void and of no effect.**12. Binding Agreement**. This Agreement shall be binding upon, and inure to the benefit of, theExecutive and the Company and its successors and assigns.**13. Amendment of Agreement**. This Agreement may not be modified or amended, except by an instrumentin writing signed by the parties hereto.**14. Waiver**. No term or condition of this Agreement shall deemed to have been waived, nor shallthere be an estoppel against the enforcement of any provision of this Agreement, except by writteninstrument of the party charged with such waiver or estoppel. No such written waiver shall bedeemed a continuing waiver, unless specifically stated therein, and each waiver shall10.4-8
 

 
operate only as to the specific term or condition waived and shall not constitute a waiver of suchterm or condition for the future or as to any act other than the act specifically waived.**15. Severability**. If, for any reason, any provision of this Agreement is held invalid, suchinvalidity shall not affect the other provisions of this Agreement not held so invalid, and eachsuch other provision shall, to the full extent consistent with applicable law, continue in fullforce and effect. If this Agreement is held invalid or cannot be enforced, then any priorAgreement between the Company (or any predecessor thereof) and the Executive shall be deemedreinstated to the full extent permitted by law, as this Agreement had not been executed.**16. Headings**. The headings of the paragraphs herein are included solely for convenience ofreference and shall not control the meaning or interpretation of any of the provisions of thisAgreement.**17. Governing Law**. This Agreement has been executed and delivered in the State of Ohio and itsvalidity, interpretation, performance, and enforcement shall be governed by the laws of the Stateof Ohio, except to the extent that federal law is governing.**18. Effect of Prior Agreements**. This Agreement contains the entire understanding between theparties hereto and supersedes any prior employment agreement between the Company or any predecessorof the Company and the Executive, including, but not limited to that certain Offer Letter of theCompany dated May 7, 2008 (“Offer Letter”). Notwithstanding the foregoing, paragraph numbers 1, 3,6 and 7 of the Offer Letter shall survive the execution of this Agreement.**19. Arbitration**. Any dispute concerning the interpretation or application of this Agreement thatcannot be resolved by mutual agreement of the Company and Executive must be submitted fordetermination by an impartial arbitrator selected in accordance with the American ArbitrationAssociation’s Employment Dispute Resolution Rules.**20. Notices**. Any notice or other communication required or permitted pursuant to this Agreementshall be deemed delivered if such notice or communication is in writing and is delivered personallyor by facsimile transmission or is deposited in the United States mail, postage prepaid, addressedas follows:If to the Company:Chairman and CEO