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2. Duties of the Executive.General Duties and Responsibilities. The Executive shall serve as the Senior VicePresident, General Counsel & Secretary of the Company. In such capacity(ies), the Executive shallhave the authority commensurate with such position and such duties as shall be determined from timeto time by the Board of Directors and Chief Executive Officer of the Company and as furtherdescribed in the Executive’s most recent job description on file with the Company. The Executiveshall report directly to the CEO. The Executive will further perform such other duties and holdsuch other positions related to the business of the Company and its Affiliates as may from time totime be reasonably requested of the Executive by the CEO. For purposes of this Agreement, an“Affiliate” shall mean any corporation (including any non-profit corporation), general or limitedpartnership, limited liability company, joint venture, trust, association or organization which,directly or indirectly, controls, is controlled by, or is under common control with, the Company.Devotion of Entire Time to the Business of the Company. The Executive shall devotethe Executive’s entire productive time, ability and attention during normal business hoursthroughout the Term to the faithful performance of the Executive’s duties under this Agreement.The Executive shall not directly or indirectly render any services of a business, commercial orprofessional nature to any person or organization other than the Company or its Affiliates withoutthe prior written consent of the Board of Directors of the Company; provided, however, that theExecutive shall not be precluded from taking such vacation or sick leave as is applicable to theExecutive, pursuing personal investments that do not interfere or conflict with the performance ofthe Executive’s duties to the Company, reasonable participation in community, civic, charitable orsimilar organizations, or in industry-related activities, including, but not limited to, attendingstate and national trade association meetings and serving as an officer, director, trustee orcommittee member of a state or national trade association or Federal Home Loan Bank, or such otherregulatory governing body.Standards. During the Term, the Executive shall perform the Executive’s 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 CEO.3. Compensation and Review.(a) Base Salary. During the Term, the Executive will receive an annual base salary of$180,000. In the event that the Company increases the Executive’s annual base salary, the amountof the initial annual base salary, together with any increase(s) will be the Executive’s basesalary (the “Base Salary”). The Base Salary will be payable in accordance with the Company’sregular payroll payment practices, but not less frequently than monthly.(b) Annual Review. On or about December 31 of each year, the compensation of theExecutive shall be reviewed in accordance with the Company’s charter documents and applicable laws,rules or regulations, including those of any listing agency applicable to the Company or UCFC (asdefined below), by either of (i) the Board of Directors or Compensation Committee or (ii) the CEOand, based upon the Executive’s individual performance and such other factors as the Board ofDirectors, Compensation Committee or CEO (as applicable) of the Company may deem appropriate, theBoard of Directors, Compensation Committee or CEO of the Company may, in its sole discretion,increase the Executive’s Base Salary.
 
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(c) Bonus. Executive shall be eligible to participate during the Term in theExecutive Incentive Plan and in any other executive incentive bonus plan that the Company may adoptandimplement from time to time. Nothing contained in this Section shall obligate the Company toinstitute, maintain or refrain from changing, amending or discontinuing any incentive bonus plan,so long as such changes are similarly applicable to other employees under such plan.(d) Fringe Benefits. During the Term, the Company will provide the Executive withall health and life insurance coverages, disability programs, tax-qualified retirement plans,equity compensation programs, and similar fringe benefit plans, paid holidays, paid vacation,perquisites, and such other fringe benefits of employment as the Company may provide from time totime to actively employed similar situated employees of the Company. Notwithstanding anyprovision contained in this Agreement, the Company may discontinue or terminate at any time anyemployee benefit plan, policy or program described in this Section 3(d), now existing or hereafteradopted, to the extent permitted by the terms of such plan, policy or program and will not berequired to compensate the Executive for such discontinuance or termination.(e) Expenses. The Company shall reimburse the Executive for reasonable travel,industry, entertainment and miscellaneous expenses incurred in connection with the performance ofExecutive’s duties under this Agreement, including participation in industry-related activities, inaccordance with the existing policies and procedures of the Company pertaining to reimbursement ofsuch expenses to executives.4. Termination of Employment. For purposes of this Agreement, any reference to theExecutive’s “termination of employment” (or any form thereof) shall mean the Executive’s“separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986,as amended (the “Code”), and Treasury Regulation §1.409A-1(h).(a) Death of Executive. The Term and the Executive’s employment will terminate uponthe Executive’s death and the Executive’s beneficiary (as designated by the Executive in writingwith the Company prior to the Executive’s death) will be entitled to the following payments andbenefits: (i) any Base Salary that is accrued but unpaid and any businessexpenses that are unreimbursed – all, as of the date of termination ofemployment; (ii) any rights and benefits (if any) provided under plans andprograms of the Company, determined in accordance with the applicable terms andprovisions of such plans and programs (the payments described in Sections4(a)(i) and (ii) are hereinafter collectively referred to as the “AccruedObligations”); and (iii) the Executive’s monthly base salary for 90 days following theday death occurred.In the absence of a beneficiary designation by the Executive, or, if the Executive’sdesignated beneficiary does not survive the Executive, payments and benefits described in thisSection 4(a) will be paid to the Executive’s estate. Any payments due under Section 4(a)(i) shallbe made within 30 days after the date of the Executive’s death.
 
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(b) Disability. The Term and the Executive’s employment may be terminated by theCompany upon written notice from the Company following the determination, as set forth immediatelybelow, that the Executive suffers from a Permanent Disability. For purposes of this Agreement,“Permanent Disability” means a physical or mental impairment that renders theExecutive incapable of performing the essential functions of the Executive’s job, on afull-time basis, even taking into account reasonable accommodation required by law, as determinedby a physician who is selected by the agreement of the Executive and the Company, for a period ofgreater than 150 days. During any period that the Executive fails to perform the Executive’sduties hereunder as a result of a Permanent Disability (“Disability Period”), the Executive willcontinue to receive the Executive’s Base Salary at the rate then in effect for such period untilthe Executive’s employment is terminated pursuant to this Section 4(b); provided, however, thatpayments of Base Salary so made to the Executive will be reduced by the sum of the amounts, if any,that were payable to the Executive at or before the time of any such salary payment under anydisability benefit plan or plans of the Company and that were not previously applied to reduce anypayment of Base Salary. In the event that the Company elects to terminate the Executive’semployment due to Disability, the Executive will be entitled to payment of the Accrued Obligations.In addition to the foregoing, provided that the Executive elects COBRA coverage, the Company shallpay the Executive’s COBRA premium payments consistent with the group health, dental and visioncoverage in existence on the date of termination beginning on the date of termination andcontinuing until the earlier of: (A) the 12th consecutive month following the Executive’stermination or (B) the Executive becoming eligible as a full-time employee to participate in thegroup health plan of any other employer.(c) For Cause Termination. The Company may terminate the Term and the Executive’semployment upon notice at any time for “Cause.” (i) For purposes of this Agreement, “Cause”means (A) theExecutive’s continued intentional failure or refusal to perform substantiallythe Executive’s assigned duties (other than as a result of total or partialincapacity due to physical or mental illness) for a period of ten days followingwritten notice by the Company to the Executive of such failure; (B) theExecutive’s engagement in willful misconduct, including without limitation,fraud, embezzlement, theft or dishonesty in the course of the Executive’semployment with the Company; (C) the Executive’s conviction of, or plea ofguilty or nolo contendere to a felony or a crime other than a felony, whichfelony or crime involves moral turpitude or a breach of trust or fiduciary dutyowed to the Company or any of its Affiliates; or (D) the Executive’s disclosureof trade secrets or material, non-public confidential information of the Companyor any of its Affiliates in violation of the Company’s or its Affiliates’policies that applies to the Executive or any agreement with the Company or anyof its Affiliates in respect of confidentiality, nondisclosure, non-competitionor otherwise. (ii) In the event that the Company terminates the Executive’semployment for Cause, the Executive will only be entitled to payment of theAccrued Obligations in accordance with the schedule described in Section 4(a).
 
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(d) Termination Without Cause. The Company may terminate the Term and the Executive’semployment for any reason at any time. If the Executive’s employment is terminated by the Companyfor any reason other than the reasons set forth in subsections (a), (b), (c), (e) or (f) of thisSection 4, the Executive will be entitled to the following payments and benefits: (i) Payment of the Accrued Obligations in accordance with theschedule described in Section 4(a); (ii) Continuation of the Executive’s Base Salary in effect on the dateof the Executive’s termination of employment for 12 months following the date ofthe Executive’s termination. Except as otherwise prohibited by applicableFederal or state law or regulation, the payments due under this Section 4(d)(ii)shall begin immediately following the date of termination andbe made in accordance with the Company’s normal payroll practices over suchperiod; (iii) Payment of any accrued but unpaid bonus, which shall be paidpursuant to the terms of the applicable bonus plan; and (iv) Provided that the Executive elects COBRA coverage, the Companyshall pay the Executive’s COBRA premium payments consistent with the grouphealth, dental and vision coverage in existence on the date of terminationbeginning on the date of termination and continuing until the earlier of: (A)the 12th consecutive month following the Executive’s termination; or (B) theExecutive’s becoming eligible as a full-time employee to participate in thegroup health plan of any other employer.(e) Good Reason Termination. The Executive may resign and terminate the Term and theExecutive’s employment with the Company for “Good Reason” upon not less than 30 days prior writtennotice to the Company if the Company fails to fully cure the effect of such condition within 30days following receipt of Executive’s written notice. (i) For purposes of this Agreement, the Executive will have “GoodReason” to terminate the Executive’s employment with the Company if any of thefollowing events occur without the Executive’s consent: (A) A material diminution in the Executive’s BaseSalary; (B) A material diminution in the Executive’sauthority, duties or responsibilities as set forth in Section 2; (C) To the extent applicable, a requirement that theExecutive report to a corporate officer or employee instead of reportingdirectly to the Board of Directors of the Company or its Affiliates orany of their successors, survivors or assigns; (D) A material diminution in title; (E) A material change in the geographic location inwhich the Executive must perform services under this Agreement; or (F) Any other action or inaction that constitutes amaterial breach of this Agreement.Notwithstanding the foregoing, Good Reason shall cease to exist for an eventon the 90th day following the later of its occurrence or the Executive’sknowledge thereof, unless the Executive has given the Company written noticeof Executive’s intent to terminate prior to such date.
 
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The mere occurrence of a Change in Control shall not constitute “Good Reason”for the Executive to voluntarily terminate the Term and the Executive’semployment. (ii) In the event that the Executive terminates the Term and theExecutive’s employment with the Company for Good Reason pursuant to this Section4(e), the Executive will be entitled to: (A) Payment of the Accrued Obligations in accordancewith the schedule described in Section 4(a); (B) Continuation of the Executive’s Base Salary ineffect on the date of the Executive’s termination of employment or, ifgreater, the Executive’s Base Salary in effect immediately prior to anyevent described in Section 4(e)(i)(A) for one year following the date ofthe Executive’s termination, which payments shall begin immediatelyfollowing the date of termination (subject to applicable Federal andstate law and regulation) and be payable in accordance with theCompany’s normal payroll practices, over such period; (C) Any accrued but unpaid annual bonus, which shallbe paid pursuant to the terms of the applicable bonus plan; and (D) Provided that the Executive elects COBRAcoverage, the Company shall pay the Executive’s COBRA premium paymentsconsistent with the group health, dental and vision coverage inexistence on the date of termination beginning on the date oftermination and continuing until the earlier of: (A) the 12thconsecutive month following the Executive’s termination; or (B) theExecutive’s becoming eligible as a full-time employee to participate inthe group health plan of any other employer.(f) Termination in Connection with Change In Control. In the event that during theTerm, a Change in Control of the Company occurs and, within 9 months prior or 12 months followingsuch Change in Control, this Agreement and the Executive’s employment is terminated by the Companyor its successor without Cause as described in Section 4(d) or is terminated for Good Reason by theExecutive as described in Section 4(e), then in lieu of any payment that might be provided underSection 4 of this Agreement, the Executive will be entitled to the following payments and benefitsfrom the Company or its successors: (i) Payment of the Accrued Obligations in accordance with theschedule described in Section 4(a); (ii) A single lump sum payment equal to two (2) times the greater of:(A) the total annual Base Salary paid or payable to the Executive with respectto the most recently completed fiscal year of the Company or (B) the Base Salaryin effect immediately prior to the Change in Control or immediately prior to anyevent described in Section 4(e)(i)(A), which such payment shall be madewithin 60 days after the date of the Executive’s termination or theoccurrence of the Change in Control, as applicable;
 
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 (iii) Any accrued but unpaid annual bonus, which shall be paidpursuant to the terms of the applicable bonus plan; and (iv) Provided that the Executive elects COBRA coverage, the Companyshall pay the Executive’s COBRA premium payments consistent with the grouphealth, dental and vision coverage in existence on the date of terminationbeginningon the date of termination and continuing until the earlier of: (A) the 12thconsecutive month following the Executive’s termination; or (B) theExecutive’s becoming eligible as a full-time employee to participate in thegroup health plan of any other employer; or, if Executive’s terminationoccurred prior to the Change in Control, a single lump sum payment equal tothe value of the benefits described in this Section 4(f)(iv), payable within60 days following the Change in Control.(g) Definition of Change in Control. For purposes of this Agreement, a “Change inControl” shall mean the occurrence of any of the following events: (i) The date any one person, or more than one person acting as agroup acquires ownership of shares of the Company or United Community FinancialCorp. (“UCFC”) possessing 25% or more of the total voting power of the shares ofthe Company or UCFC; (ii) The date that any one person, or more than one person acting as agroup, acquires the ability to control the election of a majority of thedirectors of the Company or UCFC; (iii) The date a majority of the members of the Board of the Companyor Bank is replaced during any 12-month period by directors whose appointment orelection is not endorsed by a majority of the members of such Board before thedate of the appointment or election; or (iv) The acquisition by any person, or more than one person acting asa group, of “control” of the Company within the meaning of 12 C.F.R. Section303.81(c).For purposes of this subsection (g), the term “person” refers to an individual or corporation,partnership, trust, association, limited liability company or other organization, but does notinclude the Executive and any person or persons with whom the Executive is “acting in concert”within the meaning of 12 C.F.R. Section 303.81 (b).(h) Treatment of Taxes. If payments provided under this Agreement, when combined withpayments and benefits under all other plans and programs maintained by the Company, constitute“parachute payments” within the meaning of Section 280G of the Code, the Company or its successorwill reduce the Executive’s payments and benefits under this Agreement and/or the other plans andprograms maintained by the Company so that the Executive’s total payments and benefits under thisAgreement and all other plans and programs will be $1.00 less than the amount that would beconsidered a “parachute payment.” Any reduction pursuant to this Section 4(h) shall be appliedconsistent with the requirements of Section 409A of the Code. In addition, in the eventof any subsequent inquiries regarding the treatment of tax payments under this Section 4(i), theparties will agree to the procedures to be followed in order to deal with such inquiries.
 
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(i) Expiration of Term of Agreement. If the Term expires and it is not extended bythe parties, the Executive’s employment will terminate at the end of such term and the Executivewill be entitled to Payment of the Accrued Obligations in accordance with the schedule described inSection 4(a).(j) Release. As a condition to receiving any payments, other than payment of theAccrued Obligations and accrued but unpaid bonus (if any), pursuant to this Agreement, theExecutive agrees to release the Company and all of its Affiliates, employees and directors from anyand all claims that the Executive may have against the Company and all of its Affiliates, employeesand directors up to and including the date the Executive signs a Waiver and Release of Claims(“Release”) in the form provided by the Company, which form shall provide for such waivers and/orrevocation periods as are required by, or advisable under, applicable Federal law and/orregulation. Notwithstanding anything to the contrary in this Agreement, the Executive acknowledgesthat the Executive is not entitled to receive, and will not receive, any payments pursuant to thisAgreement unless and until the Executive provides the Company with said Release prior to the firstdate that payment is to be made or is to commence.(k) Coordination of Benefits. If the Executive’s employment is terminated for anyreason described in Sections 4(d) or (e) and, after such termination, Executive becomes entitled topayments under Section 4(f), the Executive shall receive the payments described in Section 4(f), atthe time and in the form described in Section 4(f), less the amount of any payments previously paidthat are described in Sections 4(d) or (e).5. Withholding. All payments required to be made by the Company hereunder to theExecutive shall be subject to the withholding of such amounts, if any, relating to Federal,State and local tax and other payroll deductions as the Company may reasonably determineshould be withheld pursuant to any applicable law or regulation.6. Indemnification; Insurance.(c) 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 andliabilities reasonably incurred by the Executive in connection with or arising out of any action,suit or proceeding in which the Executive may be involved by reason of having been a director orofficer of the Company, or any Affiliate, whether or not the Executive is a director or officer atthe time of incurring any such expenses or liabilities. Such expenses and liabilities shallinclude, but shall not be limited to, judgments, court costs and attorneys’ fees and the cost ofreasonable settlements. The Executive shall be entitled to indemnification in respect of asettlement only if the Board of Directors of the Company has approved such settlement.Notwithstanding anything herein to the contrary, (i) indemnification for expenses shall not extendto matters for which the Executive has been terminated, and (ii) the obligations of this Sectionshall survive the termination of this Agreement. Nothing contained herein shall be deemed toprovide indemnification prohibited by applicable law or regulation.(b) Insurance. During the Term of the Agreement, the Company shall provide theExecutive (and his heirs, executors, and administrators) with coverage under a directors’ andofficers’ liability policy at the Company’s expense, at least equivalent to such coverageotherwise provided to the other directors and senior executives of the Company.
 
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7. Special Regulatory Events. Notwithstanding the provisions of Section 4 of thisAgreement, the obligations of the Company to the Executive shall be as follows in the event of thefollowing circumstances:(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 shall pay the Executive allof the compensation withheld while the obligations in this Agreement were suspended and reinstateany 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.(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.(d) In the event and to the extent the terms and conditions of this Agreement are subject toregulatory approval and/or may be nullified or rendered inoperative or inapplicable by operation ofapplicable law, the Agreement shall be effective only to the extent permissible under suchregulatory and/or other legal requirements, but to the fullest extent as may be permissiblethereunder.8. Consolidation, Merger or Sale of Assets. Nothing in this Agreement shall preclude theCompany from consolidating with, merging into, or transferring all, or substantially all, of theirassets to another corporation that assumes all their obligations and undertakings hereunder. Uponsuch a consolidation, merger or transfer of assets, the term “Company” as used herein, shall meansuch other corporation or entity, and this Agreement shall continue in full force and effect.9. Noncompetition Covenant. The Executive agrees that, during the Term, including anyextension thereof, and for a period of one year following the Executive’s termination ofemployment, other than a termination pursuant to Section 4, the Executive shall not, without theexpress written consent of the Company:(a) Be engaged, directly or indirectly, in any county where the Company has an office at thetime of Executive’s termination, as a partner, officer, director, employee, consultant, independentcontractor, security holder, or owner of any entity engaged in any business activity competitivewith that of the Company or its Affiliates; provided, however, nothing in this Agreement shallprevent the Executive from owning or acquiring an interest in any entity engaged in any competitivebusiness activity if such interest does not constitute “control” as defined in 12 C.F.R. Section303.81(c);(b) Call upon or solicit, either for the Executive or for any other person or firm thatengages in competition with any business operation actively conducted by the Company or anyAffiliate during the Term, any customer with whom the Company or any Affiliate directly conductsbusiness during the Term; or interfere with any relationship, contractual or otherwise, between theCompany or any Affiliate and any customer with whom the Company or any Affiliate directly conductsbusiness during the Term; or
 
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(c) Induce or solicit any person who is at the date of termination or was during the 12 monthspreceding termination an employee, officer or agent of the Company or any Affiliate to terminatesaid relationship.In the event of a breach by the Executive of any covenant set forth in this Section 9, theterm of such covenant will be extended by the period of the duration of such breach and suchcovenant will survive any termination of this Agreement but only for the limited period of suchextension.The restrictions on competition provided herein shall be in addition to any restrictions oncompetition contained in any other agreement between the Company and the Executive and may beenforced by the Company and/or any successor thereto, by an action to recover payments made underthis Agreement, an action for injunction, and/or an action for damages. The provisions of thisSection 9 constitute an essential element of this Agreement, without which the Company would nothave entered into this Agreement. Notwithstanding any other remedy available to the Company at lawor at equity, the parties hereto agree that the Company or any successor thereto, will have theright, at any and all times, to seek injunctive relief in order to enforce the terms and conditionsof this Section 9.If the scope of any restriction contained in this Section 9 is too broad to permit enforcementof such restriction to its fullest extent, then such restriction will be enforced to the maximumextent permitted by law, and the Executive hereby consents and agrees that such scope may bejudicially modified accordingly in any proceeding brought to enforce such restriction.10. Confidential Information. The Executive will hold in a fiduciary capacity, for thebenefit of the Company, all secret or confidential information, knowledge, and data relating to theCompany and its Affiliates (“Confidential Information”), that shall have been obtained by theExecutive in connection the Executive’s employment with the Company and that is not publicknowledge (other than by acts by the Executive or the Executive’s representatives in violation ofthis Agreement). During the Term and after termination of the Executive’s employment with theCompany, the Executive will not, without the prior written consent of the Company, communicate ordivulge any material non-public Confidential Information to anyone other than the Company or thosedesignated by it, unless the communication of such information, knowledge or data is requiredpursuant to a compulsory proceeding in which the Executive’s failure to provide such information,knowledge, or data would subject the Executive to criminal or civil sanctions and then only if theExecutive provides prior notice to the Company prior to disclosure.The restrictions imposed on the release of information described in this Section 10 may beenforced by the Company and/or any successor thereto, by an action for injunction or an action fordamages. The provisions of this Section 10 constitute an essential element of this Agreement,without which the Company would not have entered into this Agreement. Notwithstanding any otherremedy available to the Company at law or at equity, the parties hereto agree that the Company orany successor thereto, will have the right, at any and all times, to seek injunctive relief inorder to enforce the terms and conditions of this Section 10.If the scope of any restriction contained in this Section 10 is too broad to permitenforcement of such restriction to its fullest extent, then such restriction will be enforced tothe maximum extent permitted by law, and the Executive hereby consents and agrees that such scopemay be judicially modified accordingly in any proceeding brought to enforce such restriction.
 
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11. Non-Assignability. Neither this Agreement nor any right or interest hereunder shallbe assignable by the Executive, his beneficiaries or legal representatives without the Company’sprior written consent; provided, however, that nothing in this Section 11 shall preclude theExecutive from designating a beneficiary to receive any benefits payable hereunder upon his deathor the executors, administrators or legal representatives of the Executive or his estate fromassigning any rights hereunder to the person or persons entitled thereto.12. No Attachment. Except as required by law, no right to receive payment under thisAgreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance,charge, pledge or hypothecation or to execution, attachment, levy, or similar process of assignmentby operation of law, and any attempt, voluntary or involuntary, to effect any such action shall benull, void and of no effect.13. Binding Agreement. This Agreement shall be binding upon, and inure to the benefit of,the Executive and the Company and its successors and assigns.14. Amendment of Agreement. This Agreement may not be modified or amended, except by aninstrument in writing signed by the parties hereto.15. Waiver. No term or condition of this Agreement shall be deemed to have been waived,nor shall there be an estoppel against the enforcement of any provision of this Agreement, exceptby written instrument of the party charged with such waiver or estoppel. No such written waivershall be deemed a continuing waiver, unless specifically stated therein, and each waiver shalloperate 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.16. Severability. If, for any reason, any provision of this Agreement is held invalid,such invalidity shall not affect the other provisions of this Agreement not held so invalid, andeach such other provision shall, to the full extent consistent with applicable law, continue infull force 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.17. 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.18. Governing Law. This Agreement has been executed and delivered in the State of Ohio andits validity, interpretation, performance, and enforcement shall be governed by the laws of theState of Ohio, except to the extent that federal law is governing.19. Effect of Prior Agreements. This Agreement contains the entire understanding betweenthe parties hereto and supersedes any prior employment agreement between the Company or anypredecessor of the Company and the Executive.20. Arbitration. Any dispute concerning the interpretation or application of thisAgreement that cannot be resolved by mutual agreement of the Company and Executive must besubmitted for determination by an impartial arbitrator selected in accordance with the AmericanArbitration Association’s Employment Dispute Resolution Rules.
 
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21. Notices. Any notice required or permitted under this Agreement shall be in writing andeither delivered personally or sent by nationally recognized overnight courier, express mail, orcertified or registered mail, postage prepaid, return receipt requested, at the followingrespective address unless the party notifies the other party in writing of a change of address:If to the Company:Chief Executive OfficerThe Home Savings and Loan Company of Youngstown, Ohio275 West Federal StreetYoungstown, Ohio 44503-1203With a copy to:General CounselThe Home Savings and Loan Company of Youngstown, Ohio275 West Federal StreetYoungstown, Ohio 44503-1203If to the Executive:Jude J. Nohra600 Hickory Hollow DriveCanfield, Ohio 44406A notice delivered personally shall be deemed delivered and effective as of the date ofdelivery. A notice sent by overnight courier or express mail shall be deemed delivered andeffective one (1) day after it is deposited with the postal authority or commercial carrier. Anotice sent by certified or registered mail shall be deemed delivered and effective two (2) daysafter it is deposited with the postal authority.22. Code Section 409A Requirements.(a) Treatment of Reimbursements and/or In-Kind Benefits. Notwithstanding anything inthis Agreement to the contrary, any reimbursements or in-kind benefits provided under thisAgreement (including any reimbursement for or provision or in-kind medical benefits beyond theperiod of time described in Treasury Regulation §1.409A-1(b)(9)) shall be made or provided inaccordance with the requirements of Section 409A of the Code, including, where applicable, therequirements that: (1) any reimbursement is for expenses incurred during the period of timespecified in this Agreement, (2) the amount of expenses eligible for reimbursement, or in-kindbenefits provided, during any taxable year of the Executive may not affect the expenses eligiblefor reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive,(3) the reimbursement of an eligible expense will be made no later than the last day of theExecutive’staxable year following the year in which the expense is incurred, and (4) the right toreimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
 
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(b) Six-Month Distribution Delay for Specified Employees. Notwithstanding anything inthis Agreement to the contrary, in the event that the Executive is a “specified employee” (asdefined in Section 409A of the Code) of the Company, or its Affiliates, as determined pursuant tothe Company’s policy for identifying specified employees, on the date of the Executive’stermination of employment and the Executive is entitled to a payment and/or a benefit under thisAgreement that is required to be delayed pursuant to Section 409A(a)(2)(B)(i) of the Code, thensuch payment or benefit, as applicable, shall not be paid or provided (or begin to be paid orprovided) until the first day of the seventh month following the date of the Executive’stermination of employment (or, if earlier, the date of the Executive’s death). The first paymentthat can be made to the Executive following such period shall include the cumulative amount of anypayments orbenefits that could not be paid or provided during such period due to the application ofSection 409A(a)(2)(B)(i) of the Code.(c) Compliance with Section 409A of the Code. The parties intend that this Agreementcomply with, or be exempt from, the requirements of Section 409A of the Code, as applicable, and,to the maximum extent permitted by law, shall administer, operate and construe this Agreementaccordingly. For purposes of the limitations on nonqualified deferred compensation under Section409A of the Code, each payment of compensation under this Agreement shall be treated as a separatepayment of compensation for purposes of applying the deferral election rules of Section 409A of theCode and the exclusion from Section 409A of the Code for certain “short-term deferrals”. Anyamounts payable solely on account of an “involuntary separation from service” within the meaning ofSection 409A of the Code shall be excludible from the requirements of Section 409A of the Code,either as “separation pay” or as a “short-term deferral” to the maximum possible extent. Nothingherein shall be construed as the guarantee of any particular tax treatment to the Executive, andnone of the Company, their Boards of Directors, or any Affiliates shall have any liability withrespect to any failure to comply with the requirements of Section 409A of the Code.[REMAINDER OF PAGE INTENTIONALLY BLANK]
 
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its dulyauthorized officer and the Executive has signed this Agreement, each as of the day and year firstabove written.      THE HOME SAVINGS AND LOAN COMPANY OF