Exhibit 10.1


 


CHANGE OF CONTROL AND NON-SOLICITATION
AGREEMENT


 


THIS CHANGE OF CONTROL AND NON-SOLICITATION
AGREEMENT (this “Agreement”) is entered into as of the 20th day of March, 2018, by and among First Defiance Financial
Corp. an Ohio corporation and thrift holding company (“First Defiance”), First Federal Bank of the Midwest, a federal
savings bank (“First Federal”) (collectively, with First Defiance, the “Company”), and John Reisner, an
individual (the “Employee”).


 


WITNESSETH:


 


WHEREAS, the Employee is currently employed
by the Company;


 


WHEREAS, as a result of the skill, knowledge
and experience of the Employee, the Company believes it is in the best interest of the Company to provide the Employee with a sense
of security to encourage the Employee to remain an employee of the Company; and


 


WHEREAS, the Company and the Employee desire
to enter into this Agreement to set forth their understanding as to their respective rights and obligations in the event of the
termination of Employee's employment under the circumstances set forth in this Agreement;


 


NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained, the Company and the Employee hereby agree as follows:


 


1.           Term.
The term of this Agreement shall begin on the date above and shall continue until December 31, 2019, unless sooner terminated for
Just Cause, as defined in this Agreement. This Agreement shall automatically renew for additional one year periods following the
original term, at the end of each subsequent one year period, upon the same terms and conditions unless the Company provides at
least 30 days prior notice of its intent not to renew.


 


2.           Termination of Employment.


 


(a)           Termination
by the Company in Connection with a Change of Control. In the event that the employment of the Employee is terminated by the
Company, or its successors or assigns, at any time during the term of this Agreement for any reason other than Just Cause within
six months prior to a Change of Control (hereinafter defined) or within one year after a Change of Control and provided that Employee
has executed a Release pursuant to Section 2(g) below, then the following shall occur:


 


(i)           The
Company shall promptly pay to the Employee or to his beneficiaries, dependents or estate an amount equal to two times the Employee's
current annual base salary and two times the Employee’s five year average annual short term cash bonus;


 






    	 	 	 



     


    

 


(ii)           The
Company shall pay the premiums required to maintain coverage for the Employee and his eligible dependents under the health insurance
plan of the Employer in which the Employee is a participant immediately prior to the Change of Control of the Company in accordance
with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, until the earliest of (A) the first anniversary of
the termination of the Employee's employment or (B) the date on which the Employee is eligible to participate in another employer’s
comparable health insurance plan as a full-time employee; and


 


(iii)           The
Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment
or otherwise, nor shall any amounts received from other employment or otherwise by the Employee offset in any manner the obligations
of the Company hereunder, except as specifically stated in clause (ii) above.


 


For purposes of this Agreement, the term
“Just Cause” shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order or material breach of any provision of this  Agreement.  For
purposes of this paragraph, no act or failure to act on the Employee’s part shall be considered “willful” unless
done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee’s action or
omission was in the best interest of the Company.


 


(b)           Termination
by the Employee in Connection with a Change of Control. The Employee may voluntarily terminate the Employee's employment pursuant
to this Agreement within twelve months following a Change of Control and shall be entitled to compensation as set forth in Section
2(a) of this Agreement in the event that, without the Employee’s express written consent, there is:


 


(i)           
an assignment by the Company to the Employee of any duties that are materially inconsistent with his positions, duties,
responsibilities and status with the Company immediately prior to such Change of Control;


 


(ii)           a material change in the Employee’s reporting responsibilities, titles or offices as an employee and as in
effect immediately prior to such a Change of Control; or


 


(iii)           a removal of the Employee from or a failure to re-elect the Employee to the offices of Legal Counsel, Chief Risk
Officer and Executive Vice President of First Federal, except in connection with Just Cause, or the Employee’s death;


 


(iv)           a reduction by the Company in the Employee’s base salary, as in effect immediately prior to the Change of Control;


 






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(v)         
  a relocation of the principal executive office of the Company outside of the Defiance, Ohio area
or, a requirement that the Employee be based anywhere other than an area in which the Company’s principal executive
office is located, except for required travel on business of the Company to an extent substantially consistent with the
Employee’s present business travel obligations;


 


(vi)           a failure by the Company to provide the Employee with the same fringe benefits that were provided to the Employee
immediately prior to a Change of Control, or with a package of fringe benefits (including paid vacations) that, though one or more
of such benefits may vary from those in effect immediately prior to such Change of Control, is substantially comparable in all
material respects to such fringe benefits taken as a whole;


 


(vii)           a failure by the Company to obtain the assumption of and agreement to perform this Agreement by any successor as
contemplated in Section 7 hereof; or


 


(viii)           a failure by the Company to comply with any material provision of this Agreement.


 


(c)           In
the event that payments pursuant to this Agreement, either alone or together with any other payments that are made by the Company
to the Employee, would constitute a “parachute payment” within the meaning of Section 280G(b)(3) of the Internal Revenue
Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder (“Section 280G”), or
would result in the imposition of a penalty tax pursuant to Section 280G, such payments shall be reduced to the maximum amount
that may be paid under Section 280G without exceeding such limits. In the event a reduction in payments is necessary in order to
comply with the requirements of this Agreement relating to the limitations of Section 280G or applicable banking regulatory limits,
then such reductions shall be applied based on the following principles, in order: (i) the payment or benefit with the higher ratio
of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or
eliminated before a payment or benefit with a lower ratio; (ii) the payment or benefit with the later possible payment date shall
be reduced or eliminated before a payment or benefit with an earlier payment date; and (iii) cash payments shall be reduced prior
to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Code Section 409A, then the
reduction shall be made pro-rata among the payments or benefits otherwise due or payable (on the basis of the relative present
value of the parachute payments).


 


(d)           Death
of the Employee. This Agreement shall automatically terminate upon the death of the Employee.


 


(e)           “Golden
Parachute” Provision. Any payments made to the Employee pursuant to this Agreement or otherwise are subject to and conditioned
upon compliance with 12 U.S.C. §1828(k) and any regulations promulgated thereunder.


 






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(f)           Definition
of “Change of Control”. A “Change of Control” shall have the meaning set forth in Section 409A(a)(2)(A)(v)
of the Code.


 


(g)           As
a condition to receiving any payments under Section 2 of this Agreement, the Employee shall agree to release the Companies and
all of their affiliates and subsidiaries, employees, directors and successors (the “Released Parties”) from any and
all claims that the Employee may have against the Released Parties through the date of such release (the “Release”)
in a form similar to the attached Exhibit A, and no payments shall be made under Section 2 until such Release has become irrevocable,
effective and enforceable. In the event that the release execution period spans two tax years, no amount will be payable under
Section 2 until the second tax year.


 


3.           Confidential
Information. The Employee acknowledges that the Employee has learned and has access to confidential information regarding the
Company and its customers and businesses. The Employee agrees and covenants not to disclose or use for the Employee's own benefit,
or the benefit of any other person or entity, any confidential information, unless or until the Company consents to such disclosure
or use or such information becomes common knowledge in the industry or is otherwise legally in the public domain. The Employee
shall not knowingly disclose or reveal to any unauthorized person any confidential information relating to the Company, its parent,
subsidiaries or affiliates, or to any of the businesses operated by them, and the Employee confirms that such information constitutes
the exclusive property of the Company. The Employee shall not otherwise knowingly act (a) to the material detriment of the Company,
its subsidiaries, or affiliates, or (b) in a manner which is inimical or contrary to the interests of the Company.


 


4.           Nonassignability.
Neither this Agreement nor any right or interest hereunder shall be assignable by the Employee, the Employee's beneficiaries or
legal representatives without the Company's prior written consent; provided, however, that nothing in this Section 4 shall preclude
(a) the Employee from designating a beneficiary to receive any benefits which were payable hereunder prior to the Employee's death,
or (b) the executors, administrators, or other legal representatives of the Employee or the Employee's estate from assigning any
rights hereunder to the person or persons entitled thereto. The Company may assign this Agreement and Company’s rights hereunder
in whole, but not in part, to any entity with or into which either Company may hereafter merge or consolidate or to which the Company
may transfer all or substantially all of its assets, provided that the assignee assumes all of the Company’s obligations
under this Agreement, either by operation of law or by express written agreement.


 


5.           Non-Solicitation Provisions.If the Employee
terminates his employment with the Company for any reason other than in accordance with Section 2(b) of this Agreement, the Employee
agrees that, for a period of 12 months following the termination of the Employee's employment, except for financial consulting
activity, the Employee shall not (i) either as principal, agent, owner, shareholder or investor of more than 5% of the stock, officer,
director, partner, lender, independent contractor or in any other capacity, engage in, have a financial interest in or be in any
way connected or affiliated with, or render advice or services to, any person or entity that engages in any activity which would
compete in any way with the business operated by the Company in the counties where they do business, or (ii) directly or indirectly,
solicit, divert, take away or interfere with, or attempt to solicit, divert, take away or interfere with, the relationship of the
Company or any of their subsidiaries with any person or entity who is or was a customer, or employee or supplier of the Company
or any of their subsidiaries immediately prior to the date of termination.


 






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The parties hereto acknowledge and agree that
the duration and area for which the non-solicitation covenant and other covenants set forth in this Agreement are to be effective
are fair and reasonable and are reasonably required for the protection of the Companies. In the event that any court determines
that the time period or the area, or both of them, are unreasonable as to any covenant and that such covenant is to that extent
unenforceable, the parties hereto agree that the covenant shall remain in full force and effect for the greatest time period and
in the greatest area that would not render it unenforceable.


 


6.           No
Attachment. Except as required by law, no right to receive payment under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy, or similar process
of assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and
of no effect.


 


7.           Binding
Agreement. This Agreement shall be binding upon, and inure to the benefit of, the Employee and the Company and their respective
permitted successors and assigns.


 


8.           Amendment
of Agreement. This Agreement may not be modified or amended, except by an instrument in writing signed by the parties hereto.


 


9.           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, except by written instrument of the party charged with such waiver or estoppel. No such written
waiver shall be deemed a continuing waiver, unless specifically stated therein, and each waiver shall operate only as to the specific
term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than
the act specifically waived.


 


10.           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, and each such other provision shall, to the full extent consistent with applicable law, continue
in full force and effect.


 


11.           Headings.
The headings of the paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.


 


12.           Governing
Law; Regulatory Authority. This Agreement has been executed and delivered in the State of Ohio and its validity, interpretation,
performance and enforcement shall be governed by the laws of the State of Ohio, except to the extent that federal law is governing.
If this Agreement conflicts with any applicable federal law as now or hereafter in effect, then federal law shall govern.


 






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13.           Effect
of Prior Agreements. This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment
agreement between the Company or any predecessor of the Company and the Employee.


 


14.           Notices.
Any notice or other communication required or permitted pursuant to this Agreement shall be deemed delivered if such notice or
communication is in writing and is delivered personally or by facsimile transmission or is deposited in the United States mail,
postage prepaid, addressed as follows:


 


If to the Company:


 


First Defiance Financial Corp.


601 Clinton St.


Defiance, OH 43512


 


If to the Employee:


 


John Reisner


[most recent address on file with the Company]


 


 


[signature page follows]


 




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IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by its duly authorized officers, and the Employee has signed this Agreement, each as of the day and
year first above written.


 


 


	Attest:		FIRST DEFIANCE FINANCIAL CORP.
	 	 	 	 	 
	 	 	 	 	 
	/s/ Danielle Figley	 	By	/s/ Donald Hileman	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	EMPLOYEE	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	/s/ John Reisner	 
	 	 	 	John Reisner	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	FIRST FEDERAL BANK OF THE MIDWEST
	 	 	 	 	 
	 	 	 	 	 
	/s/ Danielle Figley	 	By	/s/ Donald Hileman	 




 


 



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EXHIBIT A


FINAL AND BINDING GENERAL RELEASE


 


This Final And Binding
General Release (“Release”) is executed by [name], [address], [city], [state] [zip], Social Security No. XXX-XX-[last
4], (hereinafter referred to as “Employee”) pursuant to Section 2(g) of the Change of Control and Non-Solicitation
Agreement (“Agreement”) entered into between Employee and First Defiance Financial Corp. and First Federal Bank of
the Midwest (collectively, “Bank”) and dated [date].


 


1.           
In consideration for any payments under Section 2 of the Agreement, Employee does hereby fully release, discharge, compromise
and settle any and all charges, claims, demands, judgments, rights of action, damages, expenses, liabilities or obligations (including
all attorney's fees and costs actually incurred), matured or unmatured, of whatever nature and whether or not presently known that
exist as of the execution date of this Release, including but not limited to all claims under Title VII of the Civil Rights Act
of 1964, all claims under the Fair Labor Standards Act, all claims under the Occupational Safety and Health Act, all claims under
the Worker Adjustment and Retraining Notification Act, all claims under the Equal Pay Act, all claims under Ohio Revised Code Sections
4112.01 through 4112.99 and any other provisions of Ohio law (or equivalent laws in the state in which Employee provided services
to the Bank), all claims under the Americans with Disabilities Act, all claims under the Family and Medical Leave Act, and all
claims arising under the Age Discrimination in Employment Act of 1967, all as amended; all statutory or common law claims under
state or federal law, whether in contract, in tort, or in equity; and any other claim arising out of Employee's employment with
the Bank and his or her separation from that employment, as against the Bank and all affiliated entities and their directors, officers,
employees, owners, attorneys, consultants, agents, insurers and volunteers (the “Released Parties”).


 


2.           
Employee acknowledges that Employee has received all compensation to which Employee is entitled under the provisions of
the Fair Labor Standards Act and any other federal or state law governing wages and/or hours. Employee also acknowledges that Employee
has received all rights to which Employee is entitled, including medical and family leaves of absence, to which Employee is entitled
under the provisions of the Family and Medical Leave Act and any other federal or state law governing leaves of absence.


 


3.           
Nothing in this Release is intended to, or shall, interfere with Employee’s rights under federal, state or local civil
rights or employment discrimination laws (including, but not limited to, Title VII, the ADA, the ADEA, GINA or their state or local
counterparts) to file or otherwise institute a charge of discrimination, to participate in a proceeding with any appropriate federal,
state or local government agency enforcing discrimination laws, or to cooperate with any such agency in its investigation. Employee,
however, shall not be entitled to and expressly and forever waives the right to receive any relief, recovery, or monies in connection
with any such action brought against any of the Released Parties, regardless of who filed or initiated any such complaint, charge
or proceeding. Employee further understands that nothing in this Release limits Employee’s right to seek a judicial determination
of the validity of this Release, to test the knowing and voluntary nature of this Release, or to allege a breach of this Release
by the Company.


 






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4.           
The Older Workers Benefit Protection Act provides certain rights to individuals who release claims they may have
for age discrimination under the Age Discrimination in Employment Act. Those rights are set forth below. Accordingly, exclusively
as this Release pertains to Employee's release of claims under the Age Discrimination in Employment Act, and pursuant to and in
compliance with rights afforded Employee under the Older Workers Benefit Protection Act, Employee:


 


		a.	Is advised that by signing this Release, Employee does not waive rights or claims that arise after
the date on which this Release is executed;



 


		b.	Is advised that the payments under Section 2 of the Agreement was offered to Employee in connection
with a termination of employment in connection with a change of control of the Bank in exchange for the employee's signing a waiver
of claims[. Insert only if more than one individual is terminated in connection with the change of control: Employee has
been provided with written information about the job titles and ages of all individuals terminated in connection with the change
of control, and the ages of all individuals in the same job classification or organizational unit who were not selected for termination
in connection with that change of control];



 


		c.	Is advised to consult with an attorney prior to executing this Release;



 


		d.	Is given a period of forty-five (45) calendar-days from the receipt of this Release within which
to consider this Agreement [If employee is the only individual terminated in connection with the change of control, replace
45 with 21 days]; and



 


		e.	Is given a period of seven (7) calendar-days after signing this Release to revoke Employee's signature.
A revocation of this Release shall be effective only if Employee delivers a written revocation to the Bank within the seven (7)
calendar-day time period set forth above. This Release shall not become effective until the seven (7) calendar-day revocation period
has expired.



 


5.           
By signing this Release, Employee expressly acknowledges and agrees that:


 


		a.	Employee's execution of this Release was knowing and voluntary;



 


		b.	Employee had the opportunity to review this Release with her or his attorney;



 


		c.	The payments under Section 2 of the Agreement is something of value in addition to anything of
value to which Employee was otherwise already entitled;



 


		d.	Employee had the opportunity to consider this Release for forty-five (45) calendar-days before
signing it [If employee is the only individual terminated in connection with the change of control, replace 45 with 21 days];



 






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		e.	Employee had seven (7) calendar-days to revoke this Release after signing it;



 


		f.	[Insert only if more than one individual is terminated in connection with the change of control:
The Bank gave Employee Exhibit B, written information which identified the class, unit, or group of individuals covered by
the separation program described in the Agreement and written information about the job titles and ages of all individuals selected
for the separation program, and the ages of all individuals in the same job classification or organizational unit who are not selected
for separation pay under the separation program;] and



 


		g.	Employee agrees this Release is written in a manner that enables Employee to fully understand its
content and meaning.



 


6.       This
Release shall be binding upon Employee, his or her heirs, administrators, representatives, executors, successors, and assigns.


 


7.       Employee
agrees that he or she has read this Agreement in its entirety and that his or her agreement to all of its provisions is made freely,
voluntarily, and with full knowledge and understanding of its contents.


  


 


IN WITNESS WHEREOF, I have set my hand this
___ day of __________, _____.


 


WITNESSES:


 


	 	 	 
	 	 	Employee Signature 
	 	 	 
	 	 	 
	 	 	Employee Name (Please Print) 


 


 





	STATE OF _____________	)
	 	)  SS:
	COUNTY OF ____________	)




 


Subscribed to and sworn
before me this _____ day of ______________, ______.


 


 


	 	 	 
	 	 	Notary Public
	 	 	 
	 	 	My Commission Expires:                                                         


 








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